Directors Report of India Infraspace Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March, 2015.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

Financial Results (Rs. in Lacs)

Particulars Year ended Year ended 31/03/2015 31/03/2014

Turnover & Other Income 2705.77 1446.55

Total Expenditure 2709.95 1448.75

Profit/(Loss) Before Tax (4.17) (2.19)

Provision for Taxation - 0.03

Profit/(Loss) After Tax (4.17) (2.22)

2. PERFORMANCE:

Due to recession and acute competition in the Market Performance of your Company for the year under review was affected. The Company had incurred Loss for the year under the review of Rs. 4.17 Lacs.

Further, the Board of Directors of the Company is continuously making efforts for the growth of your Company.

3. DIVIDEND:

No dividend is recommended by the Board of Directors due to loss during the year.

4. SHARE CAPITAL:

At present, the Company has only one class of shares - equity shares with face value of Rs. 10/- each. The authorized share capital of the company is Rs. 15,00,00,000/- divided into 1,50,00,000 equity shares of Rs. 10/- each. The paid up share capital of the company is Rs. 10,00,00,000/- divided into 1,00,00,000 equity shares of Rs. 10/- each.

5. RESERVES:

The Board has transferred loss of Rs. 4.17 Lacs to Reserve & Surplus Account for the Financial Year ended on 31st March, 2015.

6. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. FUTURE OUTLOOK:

The Company is an integrated construction, infrastructure development and management company in India. The company aims to become a leader in execution of construction and infrastructure projects in various sectors such as water and waste water, transportation, irrigation, industrial construction & parks (including SEZs), power transmission and distribution, and residential, commercial & retail property in and around the state of Gujarat.

The Company also in business of trading of various Steel Products, IT and electronic products and also into various IT enabled services.

Business conditions continue to be challenging. The growth of the Company is subject to opportunities and threats as are applicable to the industry from time to time.

8. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

During the period under review, several energy conservation initiatives were adopted and were taken by the Company and its subsidiaries. There are no plans to import any kind of technology for the project and hence information regarding its absorption is not applicable. There was no research activities carried out during the year, foreign exchange earnings and outgo is given in ANNEXURE - I and forms part of this report.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no such material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company's operation in future.

11. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has no Subsidiary Company. Hence, details relating to Subsidiary Company are not provided for.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

13. MEETING OF BOARD OF DIRECTORS:

During the year under the review, 6 (Six) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made thereunder. Details of Board and Board committee meetings held during the year are given in the Corporate Governance Report.

Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.

The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

14. EXTRACTS OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.

15. INSURANCE:

All the Properties of the Company are adequately insured.

16. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required. The Board has formulated Policy on Related Party Transactions.

17. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Naresh B. Shah (DIN: 01212428) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.

The Company had, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Vishnubhai G. Chauhan (DIN: 01955762), Mr. Kintu M. Raichura (DIN: 03365559) and Ms. Chetna A. Kapadia (DIN: 07147995), as an Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from 1st April, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Director. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

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.

There is change in the constitution of Board of Directors during the year.

As required under Section 203 of the Companies Act, 2013, the Company has proposed the appointment of Mr. Pradip B. Shah as Managing Director and under Key Managerial Personnel of the Company.

18. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement and Companies Act, 2013, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board. The manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report.

19. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report.

20. MANAGERIAL REMUNERATION

The Company had not paid any remuneration to Executive Directors or any sitting fees to Non-Executives Directors for attending any meetings during the financial year ended 31st March, 2015.

21. INDEPENDENT DIRECTORS' MEETING:

Independent Directors of the Company had met during the year under the view details of which are given in the Corporate Governance Report.

22. COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees and also formed a Nomination and Remuneration Committee.

There are currently Three Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

23. AUDITORS:

A. Statutory Auditors

M/s. M/s Pankaj K. Shah Associates, Chartered Accountants (Firm Registration No. 107352W) were appointed as Statutory Auditors of your Company at the last Annual General Meeting held on 30th September, 2014 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

The Company has obtained a written confirmation under section 139 of the Companies Act, 2013 from M/s Pankaj K. Shah Associates, Chartered Accountants (Firm Registration No. 107352W) that their appointment, if made, would be in conformity with the limits specified under the Act.

It is proposed to ratify the appointment M/s Pankaj K. Shah Associates, Chartered Accountants (Firm Registration No. 107352W) to audit the accounts of the Company for the financial year 2015-2016.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Patel & Associates, Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure IV

There is no qualification, reservation or adverse remark in the report

24. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company has appointed M/s. Naimish K. Shah & Co., Chartered Accountant (FRN 106828W) as an Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

25. RISK MANAGEMENT:

Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Currency fluctuation, Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.

26. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct.

The detail of the Whistle Blower Policy is explained in the Corporate Governance Report.

27. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

28. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that-

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

ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31"L March, 2015 and of the profit and loss of the company for that period;

ill. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis; and

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

vi. 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.

29. CORPORATE GOVERNANCE:

As required by the existing Clause 49(X) of the Listing Agreement entered into with the Stock Exchanges, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Company Secretary's Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. Report on Corporate Governance is given elsewhere in this Annual Report, herewith attached as ANNEXURE VI.

30. CORPORATE GOVERNANCE CERTIFICATE:

The Compliance certificate from the Company Secretary regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing agreement is appended to the report on Corporate Governance., herewith attached as Annexure VIL

31. GENERAL SHAREHOLDER INFORMATION:

General Shareholder Information is given in Report on Corporate Governance forming part of the Annual Report.

32. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the unstinted commitment, dedication, hard work and significant contribution made by employees at all levels in ensuring sustained growth of the Company. Your Directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.

Place: Ahmedabad For and on behalf of the Board Date: 14th August, 2015

PRADIP B SHAH VISHNU C CHAUHAN DIRECTOR DIRECTOR DIN: 01398037 DIN : 01955752

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Mar 31, 2014

Dear Shareholders,

The Directors hereby present their Annual report of the business and operation of the company and financial accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

(Rs. In Lacs)

PARTICULARS 2013-14 2012-13

Turnover & Other Income 1446.55 961.05

Total Expenditure 1448.75 958.61

Profit/(Loss) Before Tax (2.19) 2.43

Provision for Taxation 0.03 0.46

Profit/(Loss) after Taxation (2.22) 1.97

DIVIDEND:

No dividend is recommend by the Board of Directors due to loss during the year.

DEPOSIT:

Company did not accept any deposit from public during the year under review.

DIRECTORS:

Mr. Pradip Babulal Shah retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

AUDITORS:

The Statutory Auditors of the Company M/s. Pankaj K. Shah Associates, Chartered Accountants, retire at the ensuing Annual General Meeting. The Company has received written certificate from them, as required under The Companies (Audit & Auditors) Rules, 2014.

The Audit Committee and the Board of Directors recommended reappointment of M/s. Pankaj K. Shah Associates, Chartered Accountants, as Statutory Auditors of the Company upto the Annual General Meeting to be held in 2019.

AUDITORS'' REPORT:

The observations made in the Auditors'' Report, read with the relevant notes thereon are self-explanatory and therefore do not call for any further comments under Section 217 of the Companies Act, 1956.

STATUTORY DISCLOSURE OF PARTICULARS:

There are no particulars to be disclosed for conservation of energy, technology absorption. There was no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES:

Presently the company has no employee whose details are required to be furnished under a statement giving particulars of employees under section 217(2A) of the Companies Act, 1956 and the rules made there under.

DIRECTOR''S RESPONSIBILITY STATEMENT:

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

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed,

ii) 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 at the end of the financial year ended 31st March, 2014 and of the profit or loss of the company for that year,

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

iv) that the directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance is given in Annexure - II.

MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis is given separately and forms part of this annual report.

ACKNOWLEDGMENTS:

Your Directors wish to place on record their appreciation for whole hearted Co-operation received from Bankers, Financial Institutions and Employees of the Company.

ON BEHALF OF THE BOARD OF DIRECTORS

Date : 02/09/2014 Pradip B. Shah Vishnu G. Chauhan Place : Ahmedabad DIRECTOR DIRECTOR

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Mar 31, 2011

The Directors hereby present their Annual report of the business and operation of the company and financial accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS ; (RS.In Lacs)

PARTICULAR 2010-11 2009-10

Turnover & Other Income 8.00 --

Total Expenditure 7.69 (007)

Profit/(Loss) Before Tax 0.31 0.07

Provision for Taxation 0.10 --

Profit/(Loss) after Taxation 0.21 0.07

DIVIDEND:

In view of losses suffered by the company during the year under review, your directors doesn't recommend any dividend.

DEPOSIT:

Company did not accept any deposit from public during the year under review.

DIRECTORS:

Mr. Vishnubhai Chauhan retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

Mr Kintu M. Raichura was appointed as Additional Director by the Board with effect from 10th January. 2011 He holds such office up to the date of the ensuring Annual General Meeting and bang legible offers himself for reappointment.

Mr. Umesh Joshi was appointed as promoter Director by the members through Postal Ballot in extra ordinary general meeting held on 26.02.2011.

Shri Ram Navalrai Chandiramani, Shri Rajesh R. Shah and Mr. Javedbag Mirza had resigned as a Director during the year and the board appreciate the services rendered by them.

AUDITORS:

The members are requested to appoint the auditors and to fix their remuneration. The retiring auditors M/s PanM f Shah solutes. Chartered Accountants, Ahmedabad, have indicated their willingness to act as auditors, if appointed.

STATUTORY DISCLOSURE OF PARTICULARS:

There is no particulars to be disclosed for conservation of energy, technology absorption. There was no foreign exchange earning and outgo during the year under review.

PARTICULARS OF EMPLOYEES:

Presently the company has no employee whose details are required to be furnished under a statement giving particulars of employees under section 217(2A) of the Companies Act, 1956 and the rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS

The operational performance and future outlook of the business has been reviewed by the management based on current resources and future development of the Company.

INTERNAL CONTROL SYSTEM

Your Company has clearly laid down policies, guidelines and procedures that form part of the internal control system which provide for automatic checks and balances. All operating parameters are monitored and controlled. Regular internal audit and checks ensure the effectiveness and efficiency of these systems to ensure that all assets are protected against loss and that the financial and operational information is complete and accurate.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a management discussion and analysis report, Corporate Governance report and auditors' certificate regarding compliance of conditions of Corporate Governance are made as a part of the annual report.

CEO AND CFO CERTIFICATION

Mr. Umesh Joshi, Managing Director, have given certificate to the board as contemplated in sub-clause

(V) of clause 49 of the Listing Agreement.

HEALTH. SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all the applicable environmental laws and labor laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

CAUTIONARY STATEMENT

Statements in the Management Discussion & Analysis describing the Company's objectives, projections, estimates, expectations, predictions etc. may be "Forward Statement" within the meaning of applicable laws and regulations. Actual results, performance or achievements may vary with those expressed or implied, depending upon the economic conditions, Government policies and other incidental/ unforeseeable factors. Important factors that could influence the Company's operations include domestic supply and demand affecting pricing of finished goods in the Company's principal markets, changes in Government regulations, tax laws, economic developments within the Country and other incidental factors.

DIRECTOR'S RESPONSIBILITY STATEMENT:

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

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed,

ii) 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 at the end of the financial year ended 31st March.. 2011 and of the profit or loss of the company for that year,

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

iv) that the directors have prepared the annual! accounts on a going concern basis.

ACKNOLEDGMENTS :

Your Directors wish to place on record their appreciation for whole hearted Co-operation received from Bankers, Financial institutions and Employees of the Company.

ON BEHALF OF THE BOARD OF DIRECTORS

Date : 01.09.2011

Place: Ahmedabad

DIRECTOR DIRECTOR

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Mar 31, 2010

To The Shareholders of GANPATI INFRASTRUCTURE LIMITED

The Director herby present their Annual report of the business and separation of the company and financial accounts for the year ended 31st March, 2010. company

FINANCIAL RESHITS-

PARTICULARS, 2009-10 2008-09

Turnover & Other Income - -

Total Expenditure 007 -

Profit/(Loss) Before Tax (0.07) ( 0.07)

1 Profit/(Loss) After Taxation; (0.07) (0.07)

DIVIDEND:

In View of loss suffered by the company during the year under review, your directors doesn't recommend and dividend.

DEPOSIT: Company did not accept any deposit from during the year under review.

DIRECTORS: Mr. Rajesh R, Shah retire by rotation at the ensuring Annual General Meeting and being eligible after himself for reappointment.

Mr. Vishnbjhai Chauhan was appointed as additional Director by The Board effect from 1st June 2010. He hold such office up to the date of the ensuring annual General Meeting and being eligible offers himself for reappointment.

AUDITORS :

The members are requested to appoint the auditors and to fix their remuneration. the retiring auditors M/S Pankaj K.Shah Associates, Chartered Accountants, Ahmedabad, have indicated their willingness to act as auditors if appointment.

STATUTORY DISCLOSURE OF PARTICULARS

There is no particular to be closed for conservation, technology absorption There was no forgin exchange reaming and outgo during the year under review.

PARTICULARS OF EMPLOYEFS-

Presently the company has no employee whose details are required to be furnished under a statement giving particular of employees under section 217(2A) of the Companies Act, 1956 and the rules made there under.

DIRECTOR'S RESPONSIBILITY STATEMENT:

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

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed,

ii) 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 at the end of the financial year ended 31st March, 2010 and of the profit or loss of the company for that year,

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

iv) that the directors have prepared the annual accounts on a going concern basis.

ON BEHALF OF THE BOARD OF DIRECTORS

Date : 01.09.2010

Place: Ahmedabad

DIRECTOR DIRECTOR