Directors Report of International Housing Finance Corporation Ltd.

Mar 31, 2015

Dear Members,

The Directors hereby present the 25th Annual Report for the year ended on 31st March 2015. FINANCIAL RESULTS:

The summary of financial results of the Company are given here under:

(Rs. in Lakhs)

PARTICULAR 2014-15 2013-14

Turnover (Net) (including other income) Nil Nil

Profit/(Loss) before Interest, (5.72) (38.81) Depreciation and Tax

Provision for Income Tax Nil Nil (Including Deferred Tax)

Profit/(Loss) for the year (5.72) (38.81)

DIVIDEND

In view of loss, your directors do not recommended any dividend for the under review.

FINANCE

(i) Share Capital

The paid up Equity Share Capital of the Company as on 31st March, 2015 is Rs. 163.279 Lacs During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

(ii) Fixed Deposits

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

(iii) Particulars of loans, guarantees or investments

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

RELATED PARTY TRANSACTIONS

No Related Party Transactions were entered into during the financial year 2014-15. All Related Party Transactions entered into in the past were on an arm's length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with promoters, directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interests of the Company at large.

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

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

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

MATERIAL CHANGES AND COMMITMENT

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

INTERNAL FINANCIAL CONTROLS

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

DIRECTORS

(i) Appointment

The Board of Directors has appointed Mrs. Subhadraben Padsala as Additional Director of the Company in the category of Non- Executive Director with effect from 25th March, 2015 to hold office as Directors upto the ensuing Annual General Meeting of the Company. The Company has received notices together with requisite deposit as per Section 160 of the Companies act, 2013, from the members of the Company proposing the candidature of Mrs. Subhadraben Padsala for the office of Non - Executive director liable to retire by rotation.

(ii) Retirement by rotation

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

(iii) Declarations by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

(iv) Board Evaluation

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

(vi) Board Meetings

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

(ii) That such accounting policies, as mentioned in the Financial Statements as 'Significant Accounting Policies' have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

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

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

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

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

AUDITORS

(i) Statutory Auditor

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

(ii) Secretarial Auditor

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

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

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

As regards point no. 2 of observation made by Secretarial Auditor, in respect of non- appointment of Company Secretary as KMP of the Company, the Directors state that the Company is looking for the suitable candidate for the post of Company Secretary as Key Management Personnel of the Company.

As regards point no. 3 of observation made by Secretarial Auditor, in respect of non-appointment of Chief Financial Officer of the Company, the Directors state that the Company is looking for the suitable candidate for the post of Chief Financial Officer as Key Management Personnel of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Industrial Overview

During the last year the Indian real estate sector continued to face a challenging environment. With an overall decline in volumes, pricing was a key issue in some geographies marked by over-supply and lack of sustained economic activity. In current year, the top priority for most realty companies will be to reduce debt, which could opportunities for buyers. The Real Estate Regulatory, which seeks to bring transparency, should encourage buyers. In India townships, housing, built-up infrastructure & industrial park projects have attracted foreign direct investment.

Review and Operations

During the year under review the Company has incurred loss of Rs. 5.72 lacs during the year under review as against loss of Rs. 38.81 lacs during the previous year.

Opportunity and threats

Your Company believes that there is great potential in the Indian real estate sector and that with economic stability, demand for residential as well as commercial segment would further strengthen. Therefore, to cater the burgeoning demand for quality real estate, your Company will focus on timely execution of projects, without compromising on quality and compliances.

The real estate business in India is impacted by, inter-alia, regulatory and monetary policies and investment outlook. The Company's operations and its ability for future development has to be viewed in light of the above and resultant factors such as the availability of real estate financing, uncertainty on monetary and fiscal policy actions, changes in Government regulations, foreign direct investments, approval processes, environment laws, actions of government land authorities and legal proceedings.

Internal Control System

Your company continues to place considerable emphasis and effort on the internal control systems. There is well - established internal control system with clearly laid down powers and responsibilities, wherever necessary, that can be exercised by various levels of the Management in the Company.

Cautionary Statement

Statement in the Management Discussions and Analysis Report describing the Company' objectives, projections, estimates, expectations or predictions may be "forward looking statement" within the meaning of applicable security laws and regulation. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company' operations include economic conditions affecting demands and supply and price conditions in domestic in which the Company operates. Changes in Government regulations, tax regimes economic developments within India and other incidental factors.

CORPORATE SOCIAL RESPONSIBILITY

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

EXTRACT OF ANNUAL RETURN

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

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

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

CORPORATE GOVERNANCE:

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

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

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

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

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

The company has one Executive Director and due to financial constraints being faced by the company he has forgone remuneration. Further, no sitting fees has been paid to any director during the financial year 2014-15.

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a) Employed throughout the year : Nil

b) Employed for part of the year : Nil

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

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

ACKNOWLEDGMENT:

Your Directors also take this opportunity to place on record the co-operation, assistance and continued support extended by the Banks, Government Authorities and Shareholders during the year under review.

Regd. Office: International Housing Finance BY THE BOARD OF DIRECTORS Corporation Ltd. FOR INTERNATIONAL HOUSING CIN: L65910GJ1990PLC014436 FINANCE CORPORATION LTD. "Moorti Bunglows", 5 Ashok Nagar, B/h Sundervan, Satellite, Ahmedabad-380015, Gujarat SANDIPBHAI B. PADSALA CHAIRMAN & MANAGING DIRECTOR DATE: 14/08/2015 (DIN: 01870595)

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Mar 31, 2014

Dear Members

The Directors hereby present the Annual Report for the year ended on 31st March 2014.

FINANCIAL RESULTS :

The summary of financial results of the Company are given here under : (Rs. in Lakhs)

PARTICULAR 2013-14 2012-13

Turnover (Net) (including other income) Nil Nil

Profit/(Loss) before Interest, Depreciation and Tax (38.81) (2.46)

Provision for Income Tax (Including Deferred Tax) Nil Nil

Profit/(Loss) for the year (38.81) (2.46)

DIVIDEND :

In view of loss, your directors do not recommended any dividend for the under review.

FIXED DEPOSITS :

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

MANAGEMENT DISCUSSION AND ANALYSIS :

Industrial Overview :

During the last year the Indian real estate sector continued to face a challenging environment. With an overall decline in volumes, pricing was a key issue in some geographies marked by over-supply and lack of sustained economic activity. In current year, the top priority for most realty companies will be to reduce debt, which could opportunities for buyers. The Real Estate Regulatory, which seeks to bring transparency, should encourage buyers. In India townships, housing, built-up infrastructure & industrial park projects have attracted foreign direct investment.

Review and Operations :

During the year under review the Company has incurred loss of Rs. 38.81 lacs during the year under review as against loss of Rs. 2.46 lacs during the previous year.

Opportunity and threats :

Your Company believes that there is great potential in the Indian real estate sector and that with economic stability, demand for residential as well as commercial segment would further strengthen. Therefore, to cater the burgeoning demand for quality real estate, your Company will focus on timely execution of projects, without compromising on quality and compliances.

The real estate business in India is impacted by, inter-alia, regulatory and monetary policies and investment outlook. The Company''s operations and its ability for future development has to be viewed in light of the above and resultant factors such as the availability of real estate financing, uncertainty on monetary and fiscal policy actions ,changes in Govern- ment regulations, foreign direct investments, approval processes, environment laws, actions of government land authori- ties and legal proceedings.

Internal Control System :

Your company continues to place considerable emphasis and effort on the internal control systems. There is well - established internal control system with clearly laid down powers and responsibilities, wherever necessary, that can be exercised by various levels of the Management in the Company.

Cautionary Statement :

Statement in the Management Discussions and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward looking statement" within the meaning of applicable security laws and regulation. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company'' operations include economic conditions affecting demands and supply and price conditions in domestic in which the Company operates. Changes in Government regulations, tax regimes economic developments within India and other incidental factors.

CORPORATE GOVERNANCE :

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

CEO CERTIFICATION :

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

DIRECTORS :

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

DIRECTORS'' RESPONSIBILITY STATEMENT :

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

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

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

3. That the directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

PARTICULARS OF EMPLOYEES :

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

AUDITORS :

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

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

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

INSURANCE :

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

ACKNOWLEDGMENT :

Your Directors also take this opportunity to place on record the co-operation, assistance and continued support extended by the Banks, Government Authorities and Shareholders during the year under review.

Regd. Office : International Housing Finance Corporation Ltd. BY THE BOARD OF DIRECTORS CIN : L65910GJ1990PLC014436 FOR INTERNATIONAL HOUSING "Moorti Bunglows", 5 Ashok Nagar, FINANCE CORPORATION LTD. B/h Sundervan, Satellite, Ahmedabad-380015, Gujarat. SANDIPBHAI B. PADSALA CHAIRMAN & MANAGING DIRECTOR DATE : 13/08/2014 (DIN : 01870595)

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Mar 31, 2013

To The Shareholders of International Housing Finance Corporation Limited

The Directors are pleased to present the Annual Report of your Company together with the Audited Statement of Accounts for the year ended on 31st March, 2013.

FINANCIAL RESULTS :

The summary of financial results of the Company are given here under : (Rs Lakhs)

Particulars 2012-13 2011-12

Turnover (Net) (including other income) Nil Nil

Profit/(Loss) before Interest, Depreciation and Tax (2.46) (4.55)

Provision for Income Tax (Including Deferred Tax) Nil Nil

Profit/(Loss) for the year (2.46) (4.55)

DIVIDEND :

In view of loss, your directors do not recommended dividend for the under review.

FIXED DEPOSITS :

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

CORPORATE GOVERNANCE :

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

CEO CERTIFICATION :

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

DIRECTOR :

Pursuant to provisions of Section 256 of the Companies Act, 1956 Mr. Prakash Shah retire by rotation and being eligible offers himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT :

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

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

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

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

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

PARTICULARS OF EMPLOYEES :

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

AUDITORS :

M/s. Naigam H Shah & Co., Chartered Accountant, statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received certificate from M/s Naigam H Shah & Co., Chartered Accountant, to the effect that their appointment, if made would within the prescribed limits under section 224(1B) of the Companies Act, 1956 and that they are not disqualified from such appointment within the meaning of section 226 of the Companies Act, 1956. The proposal for their re-appointment as Auditor is included in the notice of Annual General Meeting.

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

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

ACKNOWLEDGMENT :

Your Directors also take this opportunity to place on record the co-operation, assistance and continued support extended by the Banks, Government Authorities and Shareholders during the year under review.

For and on behalf of the Board of Directors

Date : 14/08/2013 Sandip B. Padsala

Place : Ahmedabad Chairman & Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting herewith the Annual Report and audited accounts of your Company for the year ended 31st March 2010.

Financial Results:

The financial highlights of the Company for the year under review are as follows:

Particulars 2009- 2010 2008-2009

Amount (Rs) Amount (Rs)

Turnover (Net) (including other income) 0,00 8,26,610

Profit/(Loss) before Depreciation and Tax (26,16,803) 5,64,123

Provision for Income Tax

(Including Deferred Tax) 0.00 1,85,000

Profit/(Loss) for the year (26,16,803) 3,79,123

Balance brought forward (1,43,30,828) (1,27,78,131)

Less : Prior Period Adjustment A/c 0.00 19,31,820

Balance carried to Balance Sheet (1,69,47,631) (1,43,30,828)

Operations:

During the year, the Company has incurred a net profit of Rs. 26,16,803/- and after adjusting the same against the brought forward loss of Rs. 1,43,30,828/- the balance of Rs. 1,69,47,631/- is being carried forward to Balance Sheet.

Dividend:

In view of losses incurred during the year under review, your Directors regret being unable to give declare any dividend on the equity shares for the year ended on 31st March, 2010.

Public Deposits :

During the year, your Company has not invited/accepted any deposits within the meaning of section 58-A of the Companies Act, 1956 and/or any rules made thereunder.

Personnel :

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

Business Activities and Industrial Scenario :

High priority had been accorded by the government to the housing Sector during the 9th five year plan and is continued to be one of the main focus during the 10th five year plan. Indias housing policy started receiving a focused approach from the government only during the past few years.. A number of positive policy measures have been initiated on the financial, fiscal and legislative fronts which are targeted to be fulfilled by the forth coming years.

Once rural housing programme is initiated, the infusion of investments in housing would have spillover effect through increase in employment and rural incomes. This in turn would gear up the rural economy to take up new projects and programmes like rural roads, irrigation work etc. Thus, rural housing through income effect can make rural prosperity an additional engine of economic growth.

In India cumulative residential demand is estimated to be over 7.5 million units by 2013 across all categories including the economically weaker sections, affordable, mid and luxury segments.

Corporate Governance :

The Companys philosophy on Corporate Governance is built on a rich legacy of fair, transparent and effective governance. This includes respect for human values, individual dignity and adherence to honest, ethical and professional conduct. This enables customers and all stake holders to be partners in the Companys growth and prosperity. The Company ensures not only compliance with the Company Law, the provisions of the listing agreement with Stock Exchange and other laws, and also ensures exemplary Corporate Governance.

The report on the Corporate Governance, along with a certificate from a Practicing Company Secretary confirming compliance, is annexed and forms part of the Directors Report.

CFO Certification :

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

Directors :

Pursuant to provisions of Section 256 of the Companies Act, 1956 Shri Kamlesh Dhanopia , who retires by rotation at the Annual General Meeting but being eligible offers himself for reappointment.

Directors Responsibility Statement:

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956,your directors confirm :

1. that in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures;

2. 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

3. that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

4. that the Directors had taken prepared the annual accounts on a going concern basis.

Disclosure of Particulars :

Information pursuant to section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy and technology absorption are not applicable to the Company. There is no foreign exchange earnings and outgo during the year under review.

Auditors :

M/s. Naigam H Shah & Co., Chartered Accountants, Auditors holds office until the conclusion of the ensuing Annual General Meeting and are elligible for re-appointment. The Company has received the certificate from the Auditors under Section 224(1) of the Companies Act, 1956. You are requested to re-appoint them as auditors and fix their remuneration.

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

The year under review, there are no manufacturing activities undertaken by the Company. The activity of the Company under review is land development activities and is of such a nature that it requires minimum amount of energy. Information pursuant to section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy and technology absorption are not applicable to the Company. There is no foreign exchange earnings and outgo during the year under review.

Acknowledgement :

Your Directors take this opportunity to express their appreciation for the co-operation extended by the bankers of the Company and members and look forward to their continued patronage. Your Directors take this opportunity to place on record their gratitude and appreciation for the committed services of the employees at all levels of the Company.

For and on behalf of the Board of Directors

Sd/-

Date : 15/07/2010 Sandip B.Padsala

Place : Ahmedabad Chairman & Managing Director

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Mar 31, 2009

NOt Available