Directors Report of Luminaire Technologies Ltd.

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the Annual Report on the business and operations of your Company together with the Audited Accounts of the Company for the period ended 31st March 2014.

Financial results:

Current Year Previous Year 2013-2014 2012-2013 (Rs in Lacs) (Rs in Lacs)

Total Income Nil 0.16

Profit/(Loss) before Interest & Depreciation (72.96) (20.85)

Interest

Depreciation

Profit/(Loss) before Tax (72.96) (20.85)

Provision for Current Tax NIL NIL

Provision for Deferred Tax NIL NIL

Provision for Fringe Benefit Tax Income Tax paid for the earlier year NIL NIL

Profit After Tax (72.96) (20.85)

Add/(Less):

Prior year Adjustments NIL NIL

Reserves Adjusted NIL NIL

Balance brought forward (235.38) (214.53)

Appropriations:

Dividend NIL NIL

Dividend Tax NIL NIL

Transfer to Gereral Reserve NIL NIL

Balance carried to Balance Sheet (308.34) (235.38)

PERFORMANCE

During the year under review, there was no operating income. The Company has incurred a Loss of Rs. 72,95,769/-. Looking to the past losses your Directors do not recommend any dividend for current year.

CONSERVATION OF ENERGY ETC.:

The Company is not carrying on any manufacturing activities during the year, so figures of Conservation of Energy or Technology Absorption are not available.

FOREIGN EXCHANGE EARNING AND OUT GO:

There is no income and expenditure in foreign exchange during the year.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted deposits under the provisions of Section 58A of the Companies Act. 1956 and the rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in the Annual Report

CORPORATE GOVERNANCE

The Company has complied with all mandatory requirements as prescribed under Clause 49 of Listing Agreement with Bombay Stock Exchange Limited (BSE)

A separate section on Corporate Governance forms part of the Annual Report. A certificate regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing

Agreement forms part of the Annual Report.

DIRECTORS:

Mrs. Mamta Bhagat, Director, retires from office by rotation, but being eligible, offers herself for reappointment.

Mr. Sanjiv M Gupta and Mr. Mahesh Choudhary was appointed as a additional director at the Board of Directors meeting held on 05th May, 2014 and be Mr. Sanjiv Gupta be confirm as a Director of the company where as Mr. Mahesh Choudhary has not seek for reappointment and hence ceased to be a Director of the company.

DIRECTORS RESPONSIBILITY STATEMENT:

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

i) in 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 and after the profit or loss of the company for that period.

iii) 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.

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

PARTICULARS OF EMPLOYEES:

There are no employees drawing the remuneration in excess of ceiling prescribed under Section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employment) Rules, 1988.

AUDIT COMMITTEE:

The Audit Committee comprises of Mr. Shekhar Kulkarni (Chairman). Mr. Rajaram Mane and Mr. Brijesh Bhagat all are being Non-Executive" majority of them left Independent Directors. The Audit Committee met 4 times during the year under review.

AUDITORS:

M/s D K Chhajer & Co., Chartered Accountants, retires at the ensuing Annual General Meeting and the Company received their consent for reappointment under provisions of Section- 224 (1B) of the Companies Act.

AUDITOR''S REPORT:

The observations made by the Auditors in their report an appropriately dealt with in the notes forming part of the accounts for the year which self-explanatory and hence do not require any further explanations.

PARTICULARS OF EMPLOYEES:

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules. 1975 is not given, as there were no employees drawing remuneration prescribed under the said section.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation of the assistance and support extended by customers. Financial institutions, banks, Vendors, Government and other associated with the activities of the Company.

By order of the Board

Chairman

Place: Mumbai Date: 5th September, 2014.

---

Mar 31, 2013

To, The Members

The Directors present their Twenty Eighth Annual Report with the Audited Statement of Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS

Current Year Previous Year 2012-2013 2011-2012 (Rs. in lacs) (Rs. in lacs)

Total Income 0.16 0.06

Profit / (Loss) before Interest & Depreciation: (20.85) (17.99)

Less:

Interest 1.68

Depreciation

Profit / (Loss) before Tax (20.85) (19.67)

Provision for Current Tax

Provision for Deferred Tax (2.40)

Provision for Fringe Benefit Tax

Income Tax paid for the earlier year

Profit After Tax (20.85) (17.27)

Add / (Less): Prior year Adjustments

Reserves adjusted

Balance brought forward (214.53) (197.26)

Appropriations:

Dividend

Dividend Tax

Transfer to General Reserve

Balance carried to Balance Sheet (235.38) (214.52)

PERFORMANCE

During the year under review, there was no operating income. The Company has earned interest income of Rs.15,949/- as compared to Rs. 5,956/- in the previous year. The Company has incurred a Net Loss of Rs.20, 85,104/- (Previous Year Net Loss of Rs. 17,26,794/-).

DIVIDEND

Your Directors regret their inability to recommend any dividend for the year under review.

SUBSIDIARY COMPANY

India Nivesh T.V. Networks Pte. Ltd

IndiaNivesh T.V. Networks Pte. Ltd, a wholly owned subsidiary based at Singapore has been strike off vide the order dated July 8, 2013 of Accounting and Corporate Regulatory Authority (ACRA), Singapore. Hence, the financials of the subsidiary have not been audited.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted deposits under the provisions of Section 58A of the Companies Act, 1956 and the rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in the Annual Report.

CORPORATE GOVERNANCE

The Company has complied with all mandatory requirements as prescribed under Clause 49 of Listing Agreement with Bombay Stock Exchange Limited (BSE)

A separate section on Corporate Governance forms part of the Annual Report. A certificate regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report.

DIRECTORS

As per the Articles of Association of the Company, Mr. Rajaram Mane, retires by rotation and being eligible, offers himself for re-appointment, which your Directors consider to be in the interests of the Company and therefore commend it for your approval.

Brief profiles of the above Director is provided elsewhere in this Annual Report as additional information

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management confirm that, to the best of their knowledge -

I) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability 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;

iv) the Directors have prepared the accounts on a going concern basis.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Shekhar Kulkarni (Chairman), Mr. Rajaram Mane and Mr. Brijesh Bhagat, all being Non-Executive and majority of them are Independent Directors. The Audit Committee met 4 times during the year under review.

AUDITORS

The Company''s current auditors M/s. CLB & Associates have expressed their inability to continue as Statutory Auditors of the Company. Hence, the Board proposed to appoint M/s. D. K. Chhajer & Co., Chartered Accountants as the Statutory Auditors in place of M/s. CLB & Associates.

Shareholders are requested to appoint the new Auditors and authorise Board of Directors of the Company to fix their remuneration. A certificate has been obtained from them to the effect that the appointment, if made will be in accordance with the limits specified in sub-section (IB) of Section 224 for the Companies Act, 1956. The Audit Committee and your Board recommended their appointment.

AUDITOR''S REPORT

The observations made by the Auditors in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self-explanatory and hence do not require any further explanations.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not given, as there were no employees drawing remuneration prescribed under the said section.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation of the assistance and support extended by customers, financial institutions, banks, vendors, Government and other associated with the activities of the Company.

For and on behalf of the Board of Directors

Sd/- Sd/-

Brijesh Bhagat Mamta Bhagat

Director Director

Place : Mumbai

Date : September 2, 2013

---

Mar 31, 2010

The Directors present their Twenty Fifth Annual Report with the Audited Statement of Accounts for the year ended March 31,2010.

FINANCIAL RESULTS

Current Year Previous Year 2009-2010 2008-2009 (Rs. in lacs) (Rs. in lacs)

Total Income 14.41 1.77

Profit / (Loss) before Interest & Depreciation: (8.49) (100.94)

Less:

Interest 2.32 8.89

Depreciation 15.19 18.90

Profit / (Loss) before Tax: (26.00) (128.73)

Provision for Current Tax -- --

Provision for Deferred Tax (1.48) 0.27

Provision for Fringe Benefit Tax -- 0.53

Income Tax paid for the earlier year 0.04 --

Profit After Tax (24.56) (129.53)

Add/(Less):

Prior year Adjustments -- --

Reserves adjusted 3.38 --

Balance brought forward (155.14) (25.61)

Appropriations:

Dividend -- --

Dividend Tax -- --

Transfer to General Reserve -- --

Balance carried to Balance Sheet (176.32) (155.14)

PERFORMANCE

During the year under review, the Company earned a total income of Rs. 14,41,445/- as compared to Rs. 1,77,135/- in the previous year. The major ingredient of total income is the interest income. The Company has incurred a Net Loss of Rs.24,55,615/- (Previous Year Net Loss of Rs. 1,29,52,801/-). This decrease in net loss is mainly attributable to decrease in administrative and other expenses as well as decrease in employee cost.

DIVIDEND

Your Directors regret their inability to recommend any dividend for the year under review.

ISSUE OF SHARES ON RIGHTS BASIS

Company had in the previous year passed a Special Resolution for issue of shares on Rights basis under section 81 (1 A) of the Companies Act, 1956 to the existing Equity Shareholders of the Company in the ratio of 5 (Five) Equity Shares for every 1 (One) Equity Share held at the Extraordinary General Meeting of the members of the Company, held on February 29, 2008 and Draft Letter of Offer to that effect had been filled with Securities and Exchange Board of India (SEBI) as well as Bombay Stock Exchange Limited (BSE) for their necessary approvals and comments.

Afterwards, during the year under review upon receipt of the comments from SEBI and considering the delay in execution of business plans (as the approval of I & B Ministry still not received by the Company), the Board of Directors of the Company felt that the proposal for Rights Issue should be dropped at this point of time and that the Company will reconsider its fund raising options but that will be only after some progress in the business plan. So, accordingly the proposed rights issue has been dropped during the year under review.

STAKE SALE

During the year under review, IndiaNivesh Limited (INL), holding company has sold 4,00,000 equity shares aggregating to 1.67% of the total paid up share capital of the Company thereby reducing its stake from 50.95% to 49.28% and hence the Company is no longer the subsidiary of INL.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted deposits under the provisions of Section 58A of the Companies Act, 1956 and the rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion ana Analysis Report for the year under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in the Annual Report.

CORPORATE GOVERNANCE

The Company has complied with all mandatory requirements as prescribed under Clause 49 of Listing Agreement with Bombay Stock Exchange Limited (BSE)

A separate section on Corporate Governance forms part of the Annual Report. A certificate regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report.

DIRECTORS

As per the Article 139 (1) of Articles of Association of the Company, Mr. Achal Bangani, retires by rotation and being eligible, offers themselves for re-appointment, which your Directors consider to be in the interests of the Company and therefore commend it for your approval.

Brief profiles of all the above Directors are provided elsewhere in this Annual Report as additional information.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management confirm that, to the best of their knowledge -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability 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;

iv) the Directors have prepared the accounts on a going concern basis.

AUDIT COMMITTEE

The Audit Committee comprises of Mr, J.K. Sethi (Chairman), Mr, Rajesh Nuwal and Mr. Achal Bangani, all being Non-Executive and majority of them are Independent Directors. The Audit Committee met 4 times during the year under review.

AUDITORS

M/s. CLB & Associates, Chartered Accountants, Auditors of the Company retires at the conclusion of ensuing Annual General Meeting and are eligible for reappointment. The members are requested to appoint Auditors for the current year and fix their remuneration.

The appointment if made would be according to Section 224 (1B) and any other applicable provisions, if any, of the Companies Act, 1956.

AUDITORS REPORT

The observations made by the Auditors in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self-explanatory and hence do not require any further explanations.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not given, as there were no employees drawing remuneration prescribed under the said section.

COMPLIANCE CERTIFICATE

A Compliance Certificate from M/s. Chandanbala Jain & Associates, Company Secretaries u/s 383 A of the Companies Act, 1956 in respect of the financial year ended March 31, 2010 is annexed to the Directors Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation of the assistance and support extended by customers, financial institutions, banks, vendors, Government and other associated with the activities of the Company.

For and on behalf of the Board of Directors

Rajesh Nuwal

Place: Mumbai Director

Date : May 31, 2010

---

Mar 31, 2009

The Directors present their Twenty Second Annual Report with the Audited Statement of Accounts for the year ended March 31,2009.

FINANCIAL RESULTS

Current Year Previous Year 2008-2009 2007-2008 (Rs. in lacs) (Rs. In lacs)

Total Income 1.77 6.82

Profit / (Loss) before Interest & Depreciation: (100.94) (32.75)

Interest 8.89 1.31

Depreciation 18.90 8.29

Profit / (Loss) before Tax: (128.73) (42.35)

Provision for Current Tax - -

Provision for Deferred Tax 0.27 13.76

Provision for Fringe Benefit Tax

Profit After Tax (129.53> <28.66>

Add/(Less): _ _

Prior year Adjustments

Balance brought forward 25.61 3.05

Appropriations:

Dividend - -

Dividend Tax - -

Transfer to General Reserve - -

Balance carried to Balance Sheet (155.14) (25.61)

PERFORMANCE

During the year under review, the Company earned a total income of Rs.l ,77,135/- as compared to Rs.6,82,000/- in the previous year. The Company has incurred a Net Loss of Rs.l,29,52,801/- (Previous Year Net Loss of Rs.28,65,705/-).

DIVIDEND

Your Directors regret their inability to recommend any dividend for the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted deposits under the provisions of Section 58A of the Companies Act, 1956 and the rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in the Annual Report.

CORPORATE GOVERNANCE

The Company has complied with all mandatory requirements as prescribed under Clause 49 of Listing Agreement with Bombay Stock Exchange Limited (BSE) A separate section on Corporate Governance forms part of the Annual Report. A certificate regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report.

DEATH OF MR. C.K. THANAWALA

It is with deep sorrow, that we are informing you about the demise of Companys Independent Chairman Shri C.K. Thanawala on June 30, 2009. Shri Thanawala succumbed due to massive heart attack. As a person who championed the cause of peoples participation in natural resource management, it will be difficult to fill the void that he has left. However, the best way of respecting and remembering him would be by taking his work forward.

DIRECTORS

Mr. C.K. Thanawala has resigned as Director from the Board of the Company with effect from June 30, 2009 due to his sad demise. During his tenure as Chairman, he has greatly contributed to the performance of the Company by their vast knowledge and experience.

Mr. J.K. Sethi was appointed as Additional Director with effect from July 31,2009. Pursuant to Section 260 of the Companies Act, 1956, he holds office only upto the date of the ensuing Annual General Meeting. His appointment needs to be confirmed by the members in the General Meeting.

As per the Article 139 (1) of Articles of Association of the Company, Mr. Nitesh Kumar Kabra, retires by rotation and being eligible, offers themselves for re-appointment, which your Directors consider to be in the interests of the Company and therefore commend it for your approval.

Brief profiles of all the above Directors are provided elsewhere in this Annual Report as additional information.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management confirm that, to the best of their knowledge -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability 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;

iv) the Directors have prepared the accounts on a going concern basis.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. J.K. Sethi (Chairman), Mr. Rajesh Nuwal and Mr. Achal Bangani, all being Non-Executive and majority of them are Independent Directors. The Audit Committee met 3 times during the year under review.

AUDITORS

M/s. CLB & Associates, Chartered Accountants, Auditors of the Company retires at the conclusion of ensuing Annual General Meeting and are eligible for reappointment. The members are requested to appoint Auditors for the current year and fix their remuneration.

The appointment if made would be according to Section 224 (1B) and any other applicable provisions, if any, of the Companies Act, 1956.

AUDITORS REPORT

The observations made by the Auditors in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self-explanatory and hence do not require any further explanations.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not given, as there were no employees drawing remuneration prescribed under the said section.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation of the assistance and support extended by customers, financial institutions, banks, vendors, Government and other associated with the activities of the Company.

For and on behalf of the Board of Directors

Rajesh Nuwal

Place: Mumbai Director

Date : June 30, 2009