Directors Report of Indo Pacific Projects Ltd.

Mar 31, 2015

The Directors are pleased to present 33rd Annual Report and the audited financial statements for the financial year ended on 315tMarch, 2015.

HIGHLIGHTS OF PERFORMANCE

Your Company recorded a Net Sales of Rs. 122406113 in 2014-15 as compared to Rs. 79149077 in the previous year with a corresponding profit before tax of Rs. 21.604,551 as compared to Rs. 15,525,571.

FINANCIAL RESULTS:

The financial performance of the Company, for the year ended on 31st March, 2015 is summarized below:

RESULTS OF OPERATIONS:

During the year under review, the consolidated gross sales grew by 43%., the Company has earned total revenue of Rs. 18,08,83,335.

The PB1DT increased by 17 % to Rs. 12291218 and the Profit Before Tax increased 'by 28% to Rs. 60,78,980.

The Profit after Tax has increased to Rs. 14.928.744 as compared to Rs.10,728,169 in the previous year and the EPS has increased from Re 1.485 in the previous year to Rs. L067. A detailed analysis of performance for the year has been included in the Management Discussion and Analysis, which forms part of the Annual Report.

DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the year ended 315t March, 2015.

MATERIAL CHANGES AND COMMITMENTS:

i) CHANGE IN THE NAMK OF THE COMPANY

During the year, your Company changed its name from Indo-Pacific Software and Entertainment Limited to indo Pacific Projects Limited. The Registrar of Companies Mumbai had confirmed that the new name is available for registration under Section 4(5)of the Companies Act, 2013 and issued fresh Certificate of Incorporation pursuant to change of name on 08/12/2014.Also all the required compliances related to BSE were done by the Company.

CHANGE TN THE NATURE OF BUSINESS:

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

DEPOSITS:

During the year under review, the Company did not accepted any deposits from the public within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to Section 186 of the Companies Act, 2013, the detaiis of the Loans given, guarantees on securities provided and investments made are provided in the notes to the financial statement. (Please refer to Note 10 to the financial statement).

CORPORATE GOVERNANCE:

The Company has complied with the Corporate Governance requirements under the Act and as stipulated under clause 49 of the Listing Agreement. A separate section on detailed report on the Corporate Governance practices followed by the Company under the Listing Agreement.

MANAGEMENT DISCUSSION AND ANALYSIS [MDA]:

MDA, for the year under review, as stipulated under clause 49 of the Listing Agreement, is presented in a separate section forming part of this Annual Report,

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered during the financial year were in the ordinary course of business and on an arm's length basis. There were no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, Form AOC- 2 is not applicable to the Company.

DIRECTORS:

I. RETIREMENT BY ROTATION:

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company Ms.Archana Wani and Mr.Nandkumar Harchandani will retire by rotation at the ensuing Annual General Meeting and being eligible, offer them self for reappointment. The Board recommendstheir reappointment.

III. DECLARATION BY INDEPENDENT DEFECTORS:

The Independent Directors have submitted their declarations of independence, as required pursuant to the provisions of section 149(7} of the Act, stating that they meet the criteria of independence as provided in section 149[6].

IV. PROFILE OF THE DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT:

As required under clause 49 of the Listing Agreement, particulars of the Directors retiring by rotation and seeking appointment / reappointment at the ensuing Annual General Meeting is annexed to the notice convening 33rdAnnual General Meeting.

VI. BOARD EVALUATION:

Pursuant to the provisions of the Act and Rules made there under and as provided under Schedule IV of the Act and clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of itself, the Directors individually as well as the evaluation of its committees. The manner in which the evaluation was carried out is provided in the Corporate Governance Report, which is part of this Annual Report.

VH. REMUNERATION POLICY:

The Board has on the recommendations of Nomination and Remuneration Committee, framed a Policy on selection and appointment of Directors, Senior Management and their remuneration.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of section 134[3][c] of the Act, your Directors state that:

j. in the preparation of the annual financial statements for the year ended on 31st March, 2015, applicable accounting standards read with requirements set out under schedule 111 of the Act, have been followed along with proper explanation relating to material departures, if any,

ii. such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 315tMarch, 2015 and of the profit of the company for the year ended on that date,

iii. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities,

iv. the annual financial statements are prepared on a going concern basis,

v. proper internal financial controls are in place and that the financial controls are adequate and are operating effectively and vi. the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

BOARD MEETINGS:

During the year under review 5(Six) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

The details of constitution of the Board and it Committees are given in the Corporate Governance Report.

AUDITORS:

I. STATUTORY AUDITOR AND THED3 REPORT:

At the Annual General Meeting held on September 30, 2015, M/s. Sanjay S. Agarwal & Company, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 35,fl Annual General Meeting. In terms of first proviso to section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Sanjay S. Agarwal & Company, Chartered Accountants, as Statutory Auditors of the Company will be placed for ratification by the Shareholders. In this regard, the Company has received a certificate from the Auditors to effect that if their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

BUSINESS RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report,

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Company has internal control systems commensurate with the size, scale and complexity of its business operations. The scope and functions of internal auditor are defined and reviewed by the Audit committee. The internal auditor reports to the Chairman of the Audit Committee. Internal Auditors presents their quarterly report to the Audit Committee, highlighting various observations, system and procedure lapses and corrective actions are taken. The internal auditor also assesses opportunities for improvement of business processes, systems and controls, to provide recommendations, which can add value to the organization and it also follows up on the implementation of corrective actions and processes. The Management Auditor also ensures the compliance of the observations of internal and statutory auditors and presents his report to the Audit Committee.

VIGIL MECHANISM:

The Company has established vigil mechanism policy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Company's Code of Conduct or Ethics Policy.

EXTRACT OF ANNUAL RETURN:

The relevant information in prescribed Form No.MGT-9 pertaining to extract of Annual Return is attached to this Report as Annexure-"A".

COMMITTEES:

The composition of the board committees of the company are as under: I). AUDIT COMMITTEE

Sr. No. Name Designation Position in Committee

1. Mr. Anil Admane Non-Executive- Chairman Independent Director

2 Mr. Ashok Purohit Non-Executive- Member Independent Director

3 Mr. Nandkumar Harchandani Managing Director Member

2) THE NOMINATION & REMUNERATION/ COMPENSATION COMMITTEE

Sr. No. Name Designation Position in Committee

1 Mr, Ashok Purohit Non-Executive- Chairman Independent Director

2 Mr. Anil Ad mane Non-Executive- Member Independent Director

3 Ms. Archana D Wani Executive Director Member

3) STAKEHOLDERS RELATION COMMITTEE

Sr. No. Name Designation Position in Committee

1. Mr. Ashok Purohit Non-Executive- Chairman Independent Director

2 Mrs. Archana Admane Non-Executive- Member Independent Director

3 Ms. Archana Wani Executive Director Member

PARTICULARS OF EMPLOYEES:

There is no employee drawing salary exceeding the limit prescribed under section 197 of the Act read with Rule 5[1] of The Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014,

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

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134[3][m] of the Act read with the Companies [Accounts] Rules, 2014, is provided as under:

HCOASERVATION UCENCRGY:

The Company does not use any technology or energy for its existing business except for the electricity used in offices and at the sites of the company which is not a significant part of the construction cost, hence it is not practicable to furnish the information in this connection.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. During the year under review, there were Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS

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

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in sectionl34 [3] of the Act and Rule 8 of The Companies [Accounts] Rules, 2014 to the extent the transactions took place on those items during the year.

ACKNOWLEDG EMENT:

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Date: 26/05/2015 FOR AND ON BEHALF OF THE BOARD

Place: Nagpur Sd/-

(NandKumar K.. Harchandani)

Chairman

---

Mar 31, 2014

Dear Members,

The Drecton have pfeesure m presenting before me shareholders the fluty-second Annuel Report on the working of the Company together wuh audled Accounts of the company for the yeer ended on 31st March, 2014.

Finance Reeidta

The Financial reads of the Company as dtackmed in the accounb are self explanatory doesn't cal for further comments Strain*** Ptrtprmaixs

The Business Performance of the Company as dedosed to the accounts * self explanatory doesn't call tor further comments Tianafar to Reserve:

The Company has Profit of Rt 1, 65. 25.571 07 during the year and transferred the same to the General Reserve Account to strengthen the business of the Company

Prospects

Your company « expected to maintain a reasonable rate of growth and your deectors positively view the prospectus for the current year with confidence.

Dividend;

The director of your Company have rot recommended payment of arty Dividend for the fnancel veer 2013-14 in order to strengthen the Reserves of the Company tor the ongomg as wel as tor the forth can rxi Projects of the Company.

Sufasiriferv:

The Company has a wholly owned stindery company with the name of Mrs N Kumar Projects 4 Infrastructure Private Lin bed

Piidlc Papoata:

The Company has HOI accepted any deposits within the meaning of Section 58A of the Campanils Act, 1956 and the robe framed the under

Trade Ratettomi

Your company continued to receive unstinted support and co-operation from Is retailers, stodrers and suppliers goods ! service* and all other assocadon with I Your board wishes to record as appreciation end your ctanpany would continue to build and maaitain strong link with is business partners

Director.

In accordance with the provisoes of the Com panes Act, 1958 and Article of Associations of the Compary Mr Nandkumar Harchandam and Mr Vfay Kianar Harchandanl retires by rotation and bekig eligfcle. offers themselves for reappoTitment Except this there is no change among the directors..

Mis 5 ary ay 5. Agrawal A Co., Chartered Accountants, Nagpur, statutory audWore ol I he company, hoy office until the co rictus on of ttte ervaurng annual general meetog The aiDHors haw offered thee cUgbtity tor le-apportmeni at the ensuing annual general meeting and the re-appoaflmont, t made wit be to Section 224 <1B of the Com penes Ad. 1956 The notes presented In tier audlor report am sal eipta natory and do not regie* any comments

Auditor's Report

The notes on accounts referred to r the And lore Report are self explanatory and therefore need no further comment director Responisible Statement

pursant to the requirements inter section 2l7i2AA} of ihe Compeme* Act 1966 Wi respect to Dkecior's Responsibility State mem k tt hereby confrmed toat

i) That m the preparatdrt of the annual accounts for the ftiancisl year ended 31 " March, 5014 the applicable accounting standards has been followed along wih proper explanations imating to materiel departures

ii). The Directors have selected such accountng polices and appled them consefontiy end made Judgments and climates that were raasonebfe and prudent so n to give true and for vww of the state of afters of the company at the end of the financial1 year end of the profit end lose of toe company for the year under review

iii). The a rectors have taken proper end sufficient cam for toe maintenance of adequate accounting records In accordance wih the provWons of the Companies Act 1966 for safeguarding assets of the Company and for preventing end detecting fraud and other kregufertes

iv) The Company tut prepared toe annual accounts for the financed year ended on 31st March, 2014 on a going concern base

v) Thai them had been no advene remarks by the Auditors n toer Audit report that need any explanation in terms of section 217(3) of too Compan** Act, 1966

particular * of emptoysss

There was no employee who & drawing remuneration of 2 Lacs per months as required under Section 217(2A) of the Companies Act, 1956 mad with Companies Rules. 1975 as amended So particular of employees is NIL.

Diaclooute with Reaped to Conservation Energy Technology Absorption ant) Foreign Exchange Earning and outgo:

Pirsuanl lo sect on 217(1)(p) of Ihe Comp ernes Ad. 1956 reed wth the Companies (Oedosum of Particulars in Ihe Report of Board of Directors) Rules 1988 the teheeing reformation e provided

Cynffvatton pf Enyrgy

The Company does not use any lechnotogy or energy for *s existing busrtftu except for the etoctrtiy used in offices and at the sites of toe company which ft not a sigtificar* part of the construct am cost, hence It Is not practicable to furnish toe inform sbon In toe connection.

Forekin Exchange Eamtogs 6 Outgo

1) Foreign exchange earnings NIL -

2) Foreign etc ha nge outgo NIL

PjjlluMon Control measures

The Company's busirwes does not involve any emeaen of pollutants and therefore, no specie! pollution control measures are caked for However, speoai attention la paid to mgntan heathy and hygenc condition to make the services customer friendly.

Statutory Dtactomre:

The state of affetrs of the c tan party have been undertaken r such a manner in toe year wider report winch in toe opinion of the Board it not harmful either to the business of Ihe company or to the business of toe gmn companies

Acknowledgement;

The Greeter* would tite ta place on record their sincere appreciation for the continued co-operation, guidance, support and ass stance provided dwng toe year under report fry various department* of Cer*al and Stale Governments, companies banker. Customers, suppler* of the company. Tie Directors aho wfch to thank el Ihe employees for their support and co- operation m the growth of the company

Date: 30/05/2014 FOr AND Of BEHALF OF THE BOARD

Place Nagpur . Sdf-

(NandKumarK H&rchaodani) Chairman

---

Mar 31, 2012

Dear Members,

The Board of Directors has the pleasure to present the THIRTIETH Annual Report and the Audited Balance Sheet and the Profit & Loss A/c of the Company for the year ended on 31st March 2012.

PERFORMANCE:

Company''s performance was overwhelming on all fronts during the year under review.

FINANCIAL RESULTS:

Financial results of the Company being self explanatory and depicted in the Profit & Loss Account for the year ended on 31-03-2012, and therefore, do not call for any further comments in that behalf.

DIVIDEND:

The Directors of your Company have not recommended payment of any Dividend for the financial year 2011-12 in order to strengthen the Reserves of the Company for the ongoing as well as for the forthcoming Projects of the Company.

OPERATIONS:

The operations of the Company were satisfactory on all fronts during the period under review.

DIRECTORS:

Ms. Archana D. Wani & Mr. Ashok B. Purohit, Directors are due to retire by rotation and being eligible for re-appointment has offered them-selves for re-appointment. The Board proposes them for re-appointment as Directors liable to retire by rotation at the forthcoming Thirtieth Annual General Meeting of the Company. Except this there was no change in the Composition of Board of Directors of the Company.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing remuneration in excess of the prescribed limits and whose particulars need to be given under Section 217 (2A) of

The Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended thereafter and from time to time.

a) CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

The Company does not use any technology or energy for its existing business except for the electricity used in offices and at the sites of the company which is not a significant part of the construction cost, hence it is not practicable to furnish the information in this connection.

b) FOREIGN EXCHANGE EARNINGS & OUTGO: NIL.

c) POLLUTION CONTROL MEASURES:

The Company''s business does not involve any emission of pollutants and therefore, no special pollution control measures are called for. However, special attention is paid to maintain healthy and hygienic condition to make the services customer friendly.

DEPOSITS:

The Company has not accepted any deposit from the public under section 58A and 58AA of the Companies Act, 1956 during the year.

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 for the financial year ended 31/03/2012 the applicable Accounting Standards have been followed along-with proper explanation relating to material departures;

(ii) That the directors had selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable and prudent so as to give a true and fare view of the state of affairs of the company at the end of the financial year and of the PROFIT of the Company for the year under review;

(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; and

(iv) That the Directors have prepared the Annual Accounts for the Financial Year ended 31/03/2012 on a ''Going Concern'' basis.

AUDITOR''S REPORT:

Observations made in the Auditor''s Report are self-explanatory and therefore, do not call for any further comments u/s.217 (3) of the Companies Act, 1956.

AUDITORS: -

The Auditors, M/s. Sanjay S. Agrawal & Co., Chartered Accountants, NAGPUR hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. They have given their consent to continue to act as Auditors of the Company for the current financial year also, if re-appointed.

ACKNOWLEDGEMENT:

Directors wish to place on record their thanks and gratitude to:

i) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the company and the Bankers to the Company.

ii) The Members and suppliers/contractors for the trust and confidence reposed and to the Customers for their valued patronage.

iii) The Board also takes this opportunity to express their sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavor towards attainment of better working results during the current year.

Regd. Office: For and behalf of the Board

1ST Floor B, Poonam Chambers, Sd/-

Byramji Town, (CHAIRMAN)

Chhindwara Road,

Nagpur - 440 013. (M. S.)

Dated: 03.09.2012.

---

Mar 31, 2011

The Board of Directors has the pleasure to present the TWENTY-NINTH Annual Report and the Audited Balance Sheet and the Profit & Loss A/C of the company for the year ended on 31st March 2011.

PERFORMANCE:

Company's performance was satisfactory on all fronts during the year under review.

FINANCIAL RESULTS:

Financial results of the Company being self explanatory and depicted in the Profit & Loss Account for the year ended on 31-03-2011 and therefore, do not call for any further comments in that behalf.

DIVIDEND:

The Directors of your Company have not recommended payment of any Dividend for the financial year 2010-11 in order to strengthen the Reserves of the Company for the ongoing as well as for the forthcoming Projects of the Company.

OPERATIONS:

The operations of the Company were satisfactory on all fronts during the period under review.

DIRECTORS:

Ms. Archana D. Wani & Mr. Ashok B. Purohit, Directors are due to retire by rotation and being eligible for re- appointment have offered them-selves for re-appointment. The Board proposes them for re-appointment as Directors liable to retire by rotation at the forthcoming Twenty-Ninth Annual General Meeting of the Company. Except this, there has been no change in the Composition of Board of Directors of the Company.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing remuneration in excess of the prescribed limits and whose particulars need to be given under Section 217 (2A) of The Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended thereafter and from time to time.

a) CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

The Company does not use any technology or energy for its existing business except for the electricity used in offices and at the sites of the company which is not a significant part of the construction cost, hence it is not practicable to furnish the information in this connection.

b) FOREIGN EXCHANGE EARNINGS a OUTGO: NIL.

c) POLLUTION CONTROL MEASURES:

The Company's business does not involve any emission of pollutants and therefore, no special pollution control measures arecalled for. However, special attention is being paid to maintain healthy and hygienic condition to make the services customer friendly.

DEPOSITS:

The Company has not accepted any deposit from public pursuant to the provisions of Section 58Aand 58AAof the Companies Act, 1956 during the year under review.

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 for the financial year ended 31/03/2011 the applicable Accounting Standards have been followed along-with proper explanation relating to material departures;

(ii) That the directors had selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable and prudent so as to give a true and fare view of the state of affairs of the company at the end of the financial year and of the PROFIT of the Company for the year under review;

(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; and

(iv) That the Directors have prepared the Annual Accounts for the Financial Year ended 31/03/2011 on a 'Going Concern' basis.

AUDITOR S REPORT:

Observations made in the Auditor's Report are self-explanatory and therefore, do not call for any further comments u/s.217 (3) of the Companies Act, 1956.

AUDITORS:

The Auditors, M/s. Sanjay S. Agrawal & Co., Chartered Accountants, NAGPUR hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. They have given their consent to continue to act as Auditors of the Company for the current financial year also, if re-appointed.

ACKNOWLEDGMENT:

Directors wish to place on record their thanks and gratitude to:

i) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the company and the Bankers to the Company.

ii) The Members and suppliers/contractors for the trust and confidence reposed and to the Customers for their valued patronage.

iii) The Board also takes this opportunity to express their sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavor towards attainment of better working results during the current year.

Regd. Office: For and behalf of the Board

I511 Floor B, Poonam Chambers,

Byramji Town, Chhindwara Road, (CHAIRMAN)

Nagpur 440 013. (M. S.)

Dated: 02.09.2011

---

Mar 31, 2010

The Board of Directors has the pleasure to present the TWENTY-EIGHTH Annual Report and the Audited Balance Sheet and the Profit & Loss A/C of the company for the year ended on 31st March 2010.

PERFORMANCE:

Company’s performance was satisfactory on all fronts during the year under review.

FINANCIAL RESULTS:

Financial results of the Company being self explanatory and depicted in the Profit & Loss Account for the year ended on 31-03-2010 and therefore, do not call for any further comments in that behalf.

DIVIDEND:

The Directors of your Company have not recommended payment of any Dividend for the financial year 2009-10 in order to strengthen the Reserves of the Company for the ongoing as well as for the forthcoming Projects of the Company.

OPERATIONS:

The operations of the Company were satisfactory on all fronts during the period under review.

DIRECTORS:

Mr. Vijaykumar N. Harchandani & Mr. Ashok B. Purohit, Directors are due to retire by rotation and being eligible for re-appointment have offered them-selves for re-appointment. The Board proposes them for re-appointment as Directors liable to retire by rotation at the forthcoming Twenty-Eighth Annual General Meeting of the Company.

Except this there was no change in the Composition of Board of Directors of the Company.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing remuneration in excess of the prescribed limits and whose particulars need to be given under Section 217 (2A) of The Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended thereafter and from time to time.

a) CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

The Company does not use any technology or energy for its existing business except for the electricity used in offices and at the sites of the company which is not a significant part of the construction cost, hence it is not practicable to furnish the information in this connection.

b) FOREIGN EXCHANGE EARNINGS & OUTGO: NIL.

c) POLLUTION CONTROL MEASURES:

The Company’s business does not involve any emission of pollutants and therefore, no special pollution control measures are called for. However, special attention is paid to maintain healthy and hygienic condition to make the services customer friendly.

DEPOSITS:

The Company has not accepted any deposit from public under section 58A and 58AA of the Companies Act, 1956 during the year.

DIRECTORS RESPONSIBILITY STATEMENT:

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

(i) That in the preparation of the Annual Accounts for the financial year ended 31/03/2010 the applicable Accounting Standards have been followed along-with proper explanation relating to material departures;

(ii) That the directors had selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable and prudent so as to give a true and fare view of the state of affairs of the company at the end of the financial year and of the PROFIT of the Company for the year under review;

(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; and

(iv) That the Directors have prepared the Annual Accounts for the Financial Year ended 31/03/2010 on a ‘Going Concern’ basis.

AUDITORS REPORT:

Observations made in the Auditor’s Report are self-explanatory and therefore, do not call for any further comments u/s.217 (3) of the Companies Act, 1956.

AUDITORS:

The Auditors, M/s. Sanjay S. Agrawal & Co. (Formerly known as M/s. Agrawal & Moryani), Chartered Accountants, Nagpur, hold office till the conclusion of the ensuing Twenty-Eighth Annual General Meeting and are recommended for re-appointment. They have given their consent to continue to act as Auditors of the Company for the current financial year also, if re-appointed.

ACKNOWLEDGMENT:

Directors wish to place on record their thanks and gratitude to:

i) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the company and the Bankers to the Company.

ii) The Members and suppliers/contractors for the trust and confidence reposed and to the Customers for their valued patronage.

iii) The Board also takes this opportunity to express their sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavor towards attainment of better working results during the current year.

Regd. Office: For and behalf of the Board

1ST Floor B, Poonam Chambers,

Byramji Town, Chhindwara Road, (CHAIRMAN)

Nagpur – 440 013. (M. S.) Dated: 02.09.2010

---

Mar 31, 2009

The Board of Directors has the pleasure to present the 27th Annual Report and the Audited Balance Sheet and the Profit & Loss A/c of the company for the year ended on 31st March 2009.

PERFORMANCE:

Companys performance was overwhelming on all fronts during the year under review.

FINANCIAL RESULTS:

Financial results of the Company being self explanatory and depicted in the Profit & Loss Account for the year ended on 31-03-2009, and therefore, do not call for any further comments in that behalf.

DIVIDEND:

The Directors of your Company have not recommended payment of any Dividend for the financial year 2008- 09 in order to strengthen the Reserves of the Company for the ongoing as well as for the forthcoming Projects of the Company.

OPERATIONS:

The operations of the Company were above satisfactory level on all fronts during the period under review.

DIRECTORS:

There was no change in the Composition of Board of Directors of the Company.

Miss. Archana D. Wani & Mr. Ashok B. Purohit, Directors are due to retire by rotation and being eligible for re-appointment have offered themselves for re-appointment. The Board proposes them for re-appointment as Directors liable to retire by rotation at the forthcoming 27th Annual General Meeting.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing remuneration in excess of the prescribed limits and whose particulars need to be given under Section 217 (2A) of The Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended thereafter and from time to time.

a) CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

The Company does not use any technology or energy for its existing business except for the electricity used in offices and at the sites of the company which is not a significant part of the construction cost, hence it is not practicable to furnish the information in this connection.

b) FOREIGN EXCHANGE EARNINGS a OUTGO: NIL.

c) POLLUTION CONTROL MEASURES:

The Companys business does not involve any emission of pollutants and therefore, no special pollution control measures are called for. However, special attention is paid to maintain healthy and hygienic condition to make the services customer friendly.

DEPOSITS:

The Company has not accepted any deposit from the public under section 58A and 58AA of the Companies Act, 1956 during the year.

DIRECTORS RESPONSIBILITY STATEMENT:

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

(i) That in the preparation of the Annual Accounts for the financial year ended 31 -03-2009 the applicable Accounting Standards have been followed along-with proper explanation relating to material departures;

(ii) That the directors had selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable and prudent so as to give a true and fare view of the state of affairs of the company at the end of the financial year and of the PROFIT of the Company for the year under review;

(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; and

(iv) That the Directors have prepared the Annual Accounts for the Financial Year ended 31 -03-2009 on a Going Concern basis.

AUDITORS REPORT:

Observations made in the Auditors Report are self-explanatory and therefore, do not call for any further comments u/s.217 (3) of the Companies Act, 1956.

AUDITORS: - CHANGE IN AUDITORS:

The Auditors, M/s.AnandDeshpande&Co., Chartered Accountants, Nagpur have expressed their unwillingness to continue in the office of the Auditors and they have resigned from the said office. The Company approached Agrawal & Moryani, Chartered Accountants, NAGPUR and the acceptance for conducting Audit for the Financial Year 2008-09 has been accorded by the new auditor. The new auditors were duly appointed as such at the Extra- Ordinary General Meeting held on 05/11/2008 at the remuneration decided in consultation with them and they have also given a certificate to the effect that their appointment, if made, would be within the limits prescribed under section 224(1-B) of the Companies Act, 1956. They hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. They have given their consent to continue to act as Auditors of the Company for the current financial year also, if re-appointed.

ACKNOWLEDGMENT:

Directors wish to place on record their thanks and gratitude to:

i) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the company and the Bankers to the Company.

Regd. Office:

1st Floor B, Poonam Chambers,

Byramji Town, For and behalf of the Board

Chhindwara Road, Nagpur-440 013.

Dated: 06.09.2009. (CHAIRMAN)