Directors Report of Manraj Housing Finance Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 25th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY

Particulars 2014-2015 2013-14

Gross Income 13,05,744.00 2,68,42,066.00

Profit Before Interest and (1494669.00) 22809350.00 Depreciation

Finance Charges 73,931.00 1,24,92,239.00

Gross Profit -15,68,600.00 10317111.00

Provision for Depreciation - 4,735.00

Net Profit Before Tax -15,68,600.00 1,03,12,376.00

Provision for Tax -2,89,155.00 34,50,897.00

Net Profit After Tax -12,79,445.00 68,61,479.00

Balance of Profit brought -12,79,445.00 68,61,479.00 forward

Balance available for -12,79,445.00 68,61,479.00 appropriation

Proposed Dividend on Equity - - Shares

Tax on proposed Dividend - -

Transfer to General Reserve - 20,00,000.00

Surplus carried to Balance Sheet -12,79,445.00 48,61,479 .00

2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR

Company is engaged in construction and Housing Finance related activities. During the year under consideration the company has achieved a gross income of turnover of Rs. 13.05 lacs. After charging all expenses, the company has incurred loss of Rs. 12.79 Lacs as against Rs.68.61 Lacs profit in the preceding year. Company's business has a tremendous downfall due to adverse and competitive market conditions and overall slowdown in real estate and construction industry. Your Directors are optimistic that on the basis of inquiries generated and seriousness demonstrated by the government for the development of housing and infrastructure industry, would show an incre- mental growth in Companies Business in near future.

3. DIVIDEND

The company has not earned profits from its business operations during the current year and to conserve the resources your Directors are not recommending payment of any dividend to the shareholders.

4. TRANSFER TO RESERVES

The company has not earned profits from its business operations during the current year and to Looking at the current financial position of the company Directors are not recommending any transfer to General Reserves out of the amount available for appropriation if any.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Reappointment of Managing director -

Shri. Ishwarlal Shankarlal Jain, Chairman & Managing Director of the company whose term is expiring on 30th September 2015 is being eligible to offer himself for reappoint- ment as Managing Director for the period of Five Year i.e. Form 1 October 2015 to 30th September 2021. His candidature for Appointment as Managing Director of the Company is recommended both by the Nomination and Remuneration Committee and by the Board of Directors. Approval for his appointment has been sought from the Members of the Company

Appointment of Director

As per the amended provisions of listing agreement and pursuant to section 149 of the Companies Act, 2013 every listed company should have a woman director on its board therefore, the Board of Directors at their meeting held on 31.03.2015 co-opted Mrs. Neetika Manish Jain (DIN:00394934) on the Board as Additional Director (Non-Executive) as per section 161 of the Company Act, 2013 her tenure of office expires at the ensuing Annual General Meeting, being eligible, offer herself for reappointment. Her candidature for Appointment as women director is recommended both by the Nomination and Remu- neration Committee and by the Board of Directors. Approval for her appointment has been sought from the Members of the Company.

* Resignation of Director

During the year, Mr. Prashant Jugalkishor Agrawal Independent Director has resigned w.e.f. 11/11/2014 due to preoccupation.

* Directors retire by rotation

Mr. Purushottam Wani, Mr. Manish Jain and Mr. Pramod Mehta, Directors who are liable to retire by rotation has been retiring at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Brief resume of the Directors seeking Appointment, reappointment and nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, as stipulated under Corporate Governance Report.

6. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appoint- ment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided in the Corporate Governance Report.

7. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year under review 9(Nine) Board Meetings and 6(Six) Audit Committee 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.

8. BOARD EVALUATION

Pursuant to 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 Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

9. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MANAGERIAL REMUNERATION:

The Company has not paid any remuneration, sitting Fees or Commission to any of its KMPs or Directors during the financial year

10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The company do not have any Subsidiary/Joint Ventures/Associate Companies Pursuant to sub- section (3) of section 129 of the Act. Hence the board has nothing to report on the same.

11. AUDITORS:

The Auditors, M/s. N S Doshi & Co., Chartered Accountants, Jalgaon retire at the ensuing Annual General Meeting and, being eligible to offer themselves for reappointment for a period of Two years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 2017 AGM.

12. AUDITORS' REPORT

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

13. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act,2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I .

14. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. Pavan Rathi & Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self- explanatory and do not call for any further comments.

15. INTERNAL AUDIT & CONTROLS

The Company continues to engage Anurag H. Mathurvaishya, Chartered Accountants, Jalgaon as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effective- ness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

16. VIGIL MECHANISM :

In pursuant to the provisions of section 177 (9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been updated on the office board of the company.

17. RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

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

19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has no Internal Control System, commensurate with the size of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Com- pany. Based on the report, corrective action, significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

The Board in its meeting held on 08th December, 2014 approved a Risk Management Policy.

20. DEPOSITS

The Company has not accepted any Deposit covered under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposit) Rules, 2014

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details 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.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto as stated in Notes attached to the Financial Statement.

23. CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report.

24. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2015.

25. STATUTORY DISCLOSURES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Com- panies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. However, as per the provi- sions of Section 219 (b) (IV) of the said Act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Com- pany and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

26. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK- PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Com- plaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not re- ceived any complaint of harassment.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to Conservation of Energy, Technology absorption etc pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is not provided as the same is not applicable to the Company.

Foreign Exchange earnings and outgo are NIL

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As required u/s 135 of the Companies Act, 2013 and rules there under are not applicable to the company. Hence the Board has not constituted the committee &Policy for implementing the Cor- porate Social Responsibility (CSR).

29. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an on- going basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlarge- ment.

30. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that

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

b) 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 of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate ac- counting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

31. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

32. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

33. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued support and co-opera- tion by Bankers, Customers, Business Associates and to the Shareholders and Investors for the confidence reposed in the Company's management. The Directors also convey their appreciation to the employees at all levels for their dedicated services, efforts and collective contribution.

For and on behalf of the Board of Directors Of Manraj Housing Finance Limited

Place: Jalgaon

Ishwarlal Shankarlal Jain Date:30th May 2015 Chairman & Managing Director DIN: 00386348

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Mar 31, 2014

The Members,

Manraj Housing Finance Limited, 3 Pushpa Apartment, General Vaidya Chowk, Jalgaon

The Directors have pleasure in presenting the 24th Annual Report together with the Audited Accounts for the year ended 31st March 2014.

1. FINANCIAL RESULTS

(Rupees in Lakhs) Sr. Particulars Year ended Year ended No 31st March 2014 31st March 2013

1. Gross Income 268.42 258.95

2. Profit Before Depreciation and Income Tax 103.17 104.00

3. Depreciation 0.05 0.05

4. Provision for Tax (Provision for tax w/back) 34.51 35.38

5. Net Profit After Tax 68.61 68.57

6. Deferred Tax Credit (Current Year) 0.01 0.02

7. Add : Amount B/F from previous year 139.18 90.61

8. Amount available for appropriation 207.79 159.18

9. Transferred to General Reserve 20.00 20.00

Balance Carried Forward 187.79 139.18



2. OPERATIONS

During the year under consideration the company has achieved a gross income of turnover of Rs.268.42 lacs. After charging all expenses, the company has earned a profit of Rs.68.61 Lacs as against Rs. 68.57 Lacs in the preceding year. Company''s growth has stagnant due to adverse and competitive market conditions.

3. DIVIDEND

To conserve the resources your Directors are not recommending payment of any dividend to the shareholders.

4. DIRECTORS:

Shri. Suganchand Raka and Shri.Ramvilas Rathi retires by rotation and being eligible to offer them-selves for re-appointment at the ensuing Annual General Meeting. Brief resume of the above Directors, nature of their expertise in specific functional areas as stipulated under clause 49 of the Listing Agreement with Stock Exchange are given in the section on Corporate Governance elsewhere in the Annual Report.

5. UNCLAIMED DEPOSITS

As of 31st March 2014 there are no outstanding deposits.

6. AUDITORS

N S Doshi & Co, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint N S Doshi & Co as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the twenty-seventh AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

7. FIXED DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet

8. AUDITORS'' REPORT

(i) Grant of loans

As for the loans of Rs.13,32,01,708/- granted during the financial year 2012- 13 on the basis of an agreement to create security as and when required and referred to by the auditors in their report, your director would like to state that all borrowers are parties of good reputation and The company has recovered the entire amount of the loans granted, by acquisition of Tenancy rights held by some of them and for remaining Parties the repayment has been done in full. As on 31st March 2014 Company don''t have any amount outstanding towards said loans

An advance of Rs. 70,00,000/- is paid to the relative of director towards agreement to purchase immovable property and the company has charged interest on the same and the same has been transferred in the name of the company.

(ii) The company has not undertaken any construction / manufacturing activity during the year review and as such question of maintaining any records in terms of Sec. 209(1) (d) under of the Companies Act, 1956 read with Cost Accounting Records Rules 2011 (which have become applicable to the company w.e.f .1.4.2011) does not arise.

9. DIRECTORS'' RESPONSIBILITY STATEMENT PERSUANT TO SECTION 217 (2AA):

In terms of the amendment to Section 217 of the Companies Act 1956, your directors have to state as under in respect of the Audited Accounts for the year ended 31st March 2014.

I. That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed to the extent applicable along with proper explanation relating to material departures if any;

II. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company of that period;

III. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

IV. That the directors have prepared the annual accounts on a going concern basis.

10. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report a separate report on Corporate Governance, Managing Director''s certificate together with a certificate from the Company''s Auditors and on compliance is set out in the annexure forming part of Annual Report.

11. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

The Company is not engaged in manufacturing activities and therefore, there is no information required to be furnished in respect of conservation of energy and absorption of technology. The information in respect of foreign Exchange earnings/outgoings is NIL.

12. PARTICULARS OF EMPLOYEES

The Company did not have any employee falling within the scope of section 217 (2A) of the Companies Act, 1956.

13. ACKNOWLEDGEMENT

The Directors place on record their appreciation and gratitude for all the co-operation extended by the bankers SBI and JPC Bank ltd., employees at all levels, the shareholders of the company.

FOR AND ON BEHALF OF THE BOARD

Jalgaon PURUSHOTTAM T. WANI PRAMOD MEHTA ISHWARLAL S. JAIN Date: 13th May, (Director) (Director) (Managing Director) 2014

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Mar 31, 2012

To The Members of Manraj Housing Finance Limited,

3 Pushpa Apartment,

Gen Vaidya Chowk,

Jalgaon

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Accounts for the year ended 31st March 2012.

1. FINANCIAL RESULTS

Sr (Rupees in Lakhs) No. Particulars

Year ended Year ended 31st March 2012 31st March 2011

1. Gross Income 260.07 203.65

2. Profit Before Depreciation and Income Tax 131.11 65.40

3. Depreciation 0.10 0.22

4. Provision for Tax (Provision for tax w/back) 42.09 21.47

5. Net Profit After Tax ; 89.01 43.93

6. Deferred Tax Credit (Current Year) (2.09) (3.73)

7. Add : Amount B/F from previous year 41.59 47.66

8. Amount available for appropriation 130.61 91.59

9. Transfer to Special Reserve under Sec. 36(1 )(viii) of the Income Tax Act, 1961. 0.00 50.00

10. Transferred to General Reserve 40.00 0.00

Balance Carried Forward 90.61 41.59

2. OPERATIONS

During the year under consideration the company has achieved a gross income of turnover of Rs. 260.07 lacs. After charging all expenses, the company has earned a profit of Rs. 89.01 Lacs as against Rs. 43.93 Lacs in the preceding year.

Your directors are looking forward to better business prospects and are hopeful of better performance in the current financial year.

3. DIVIDEND

To conserve the resources your Directors are not recommending payment of any dividend to the shareholders.

4. DIRECTORS:

Shri Prashant J Agrawal and Shri. Purushottam Wani, retires by rotation and being eligible to offer themselves for re-appointment at the ensuing Annual General Meeting. Brief resume of the above Directors, nature of their expertise in specific functional areas as stipulated under clause 49 of the Listing Agreement with Stock Exchange are given in the section on Corporate Governance elsewhere in the Annual Report.

5. UNCLAIMED DEPOSITS

As of 31st March 2012 there are no outstanding deposits.

6. AUDITORS

Term of present statutory Auditor of the company N. S. Doshi & Co., Chartered Accountants, Jalgaon, is ending on ensuing Annual General Meeting. The company has approached Mr. N. S. Doshi, Proprietor of the firm to inform their willingness to continue as Statutory Auditor of the company for the next financial year and provide the declaration on eligibility if they are re-appointed in the Meeting. They informed their willingness and eligibility to the company to continue as Statutory Auditor of the company. The Board recommends their re-appointment and members are requested to appoint the auditors.

7. AUDITORS' REPORT

(i) Grant of loans.

As for the loans of Rs.3,00,00,000/- sanctioned during the year on the basis of an agreement to create security as and when required and referred to by the auditors in their report, your director would like to state that all borrowers are parties of good reputation and have also repaid Rs.77,10,000/- till 31-03-12 and management expects to recover the entire dues in the near future.

(ii) Write off of Bad Debts of Rs. 13,30,892/-

As for the bad debts written off of Rs. 13,30,892/- your Directors would like to state that all those debts were outstanding since long and in any case the commercial viability of recovering the amounts through legal cases is very less and the charge created on the assets are not vacated by the company and will continue till the loans are recovered fully.

(iii) The company has not undertaken any construction / manufacturing activity during the year review and as such question of maintaining any records in terms of Sec. 209(1 )(d) under of the Companies Act, 1956 read with Cost Accounting Records Rules 2011 (which have become applicable to the company w.e.f .1.4.2011) does not arise.

8. DIRECTORS' RESPONSIBILITY STATEMENT PERSUANT TO SECTION 217 (2AA):

In terms of the amendment to Section 217 of the Companies Act 1956, your directors have to state as under in respect of the Audited Accounts for the year ended 31st March 2012.

I. That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed to the extent applicable along with proper explanation relating to material departures if any;

II. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company of that period;

III. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

IV. That the directors have prepared the annual accounts on a going concern basis.

9. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report a separate report on Corporate Governance, Managing Director's certificate together with a certificate from the Company's Auditors and on compliance is set out in the annexure forming part of Annual Report.

10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

The Company is not engaged in manufacturing activities and therefore, there is no information required to be furnished in respect of conservation of energy and absorption of technology. The information in respect of foreign Exchange earnings/outgoings is NIL.

11. PARTICULARS OF EMPLOYEES

The Company did not have any employee falling within the scope of section 217 (2A) of the Companies Act, 1956.

12. VOLUNTARY DELISTING FROM ASE/JSE:

During the period under review company has delisted its shares voluntarily from Ahmedabad Stock Exchange Limited, w.e.f. 24/11/2011 and Jaipur Stock Exchange Limited, w.e.f. 31/12/2011. Confirmation of delisting was received from concerned Exchanges.

13. ACKNOWLEDGEMENT

Your Directors would like to thank the Company's Bankers, viz State Bank of India and Jalgaon Peoples Co-operative Bank Limited and other banks and their employees , the Shareholders of the Company and the authorities of the National Housing Bank for their continued support and co-operation.

FOR AND ON BEHALF OF THE BOARD Jalgaon

ISHWARLAL S. JAIN. PRAMOD MEHTA

Date: 21st May 2012 (Managing Director) (Director)

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Mar 31, 2011

The Directors have pleasure in presenting the 21st Annual Report together with the Audited Accounts for the year ended 31st March 2011.

1. FINANCIAL RESULTS

(Rupees in Lakhs)

Particulars Year ended Year ended 31st March 2011 31st March 2010

Gross Income 191.20 679.46

Profit Before Depreciation and Income Tax 65.62 90.65

Depreciation 0.22 0.25

Provision for Tax 17.74 13.94

Net Profit After Tax 47.66 76.45

Deferred Tax Credit (Current Year) (3.73) (14.51)

Add : Amount B/F from previous year 47.66 35.71

Amount available for appropriation 91.59 97.66

Transfer to Special Reserve under Sec. 36(l)(viii) of the Income Tax Act, 1961. 50.00 50.00

Balance Carried Forward 41.59 47.66

2. OPERATIONS

During the year under review the gross income of the company amounted to Rs.191.20 Lacs. After charging all expenses, the company has earned a profit of Rs.47.66 Lacs, as against Rs.76.45 lacs in the preceding year.

Your directors consider this performance as satisfactory.

3. DIVIDEND

To conserve the resources your Directors are not recommending payment of any dividend to the shareholders.

4. DIRECTORS:

Shri. Suganchand K. Raka and Shri. Ramvilas K. Rathi retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting. Brief resume of the above Directors, nature of their expertise in specific functional areas as stipulated under clause 49 of the Listing Agreement with Stock Exchange are given in the section on Corporate Governance elsewhere in the Annual Report.

5. UNCLAIMED DEPOSITS

As of 31st March 2011 there are no outstanding deposits.

6. AUDITORS

The auditors M/s. N. S. Doshi & Co., Chartered Accountants, retire at the ensuing Annual General meeting and are eligible for re-appointment.

7. AUDITORS REPORT (i) Grant of Loans.

Attention is drawn to the auditors' remarks regarding grant of loans of Rs.3,81,74,000 to certain parties only on the basis of an agreement to create security as and when required.

In this respect your Directors would like to clarify that all borrowers are known parties and have agreed to create security when required. This apart, the borrowers have already repaid Rs.80,15,000/- till 31-3-2011 and the management expects to recover the entire dues in the near future.

(ii) Write off of Bad Debts of Rs.25,43,272/-

As for the auditor's remarks regarding writing off of bad debts of Rs. 25,43,272/- your Directors would like to state that recovery of bad debts through legal process (is not considered commercially viable taking into account the possible cost and long drawn litigation, besides uncertainties involved in such matters. Despite this, steps would be taken to recover the dues to the maximum possible extent, with minimum possible cost.

8. DIRECTORS' RESPONSIBILITY STATEMENT PERSUANT TO SECTION 217 (2AA):

In terms of the amendment to Section 217 of the Companies Act 1956, your directors have to state as under in respect of the Audited Accounts for the year ended 31st March 2011.

i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed to the extent applicable along with proper explanation relating to material departures if any;

ii) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company of that period;

iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

9. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report a separate report on Corporate Governance., Managing Director's certificate together with a certificate from the Company's Auditors and on compliance is set out in the annexure forming part of Annual Report.

10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

The Company is not engaged in manufacturing activities and therefore, there is no information required to be furnished in respect of conservation of energy and absorption of technology. The information in respect of foreign Exchange earnings/outgoings is NIL.

11. PARTICULARS OF EMPLOYEES

The Company did not have any employee falling within the scope of section 217 (2A) of the Companies Act, 1956.

12. SECRETARIAL COMPLIANCE CERTIFICATE

Certificate obtained from M/s. A. S. Bohra & Associates, company secretaries, Pune U/S 383A of the companies Act, 1956 is attached to this report.

The Board proposes to reappoint M/S. A. S. Bohra & associates, Company secretaries in whole time practice for providing the compliance certificate and to fix their remuneration.

13. ACKNOWLEDGEMENT

Your Directors would like to thank the Company's Bankers, viz State Bank of India, Axis Band and The Jalgaon Peoples' Co. op Bank Ltd., employees, the Shareholders of the Company and the authorities of the National Housing Bank for their continued support and co-operation.

FOR AND ON BEHALF OF THE BOARD

Jalgaon. ISHWARLAL S. JAIN. PRAMODMEHTA

26th May 2011 (Managing Director) (Director)

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Mar 31, 2010

The Directors have pleasure in presenting the 20th Annual Report together with the Audited Accounts for the year ended 31st March 2010.

1. FINANCIAL RESULTS

(Rupees in Lakhs)

Particulars Year ended Year ended

31st March 2010 31st March 2009

Gross Income 679.46 152.06

Profit Before Depreciation and Income Tax 90.65 5.81

Depreciation 0.25 0.32

Provision for Tax (Provision for tax w/back) 13.94 2.79

Net Profit After Tax 76.45 2.70

Deferred Tax Credit (Current Year) (14.51) (2.92)

Add : Amount B/F from previous year 35.71 37.93

Amount available for appropriation 97.66 37.71

Transfer to Special Reserve under Sec. 36(l)(viii) of the Income Tax Act, 1961. 50.00 2.00

Balance Carried Forward 47.66 35.71

2. OPERATIONS

During the year under review the gross income of the company amounted to Rs. 679.46 Lacs. After charging all expenses, the company has earned a profit of Rs. 76.45 Lacs, as against Rs. 2.70 lacs in the preceding year.

Your directors consider this performance as satisfactory.

3. DIVIDEND

To conserve the resources your Directors are not recommending payment of any dividend to the shareholders.

4. DIRECTORS:

Shri. Manish I. Jain and Shri. Pramod N. Mehta retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting. Brief resume of the above Directors, nature of their expertise in specific functional areas as stipulated under clause 49 of the Listing Agreement with Stock Exchange are given in the section on Corporate Governance elsewhere in the Annual Report.

5. UNCLAIMED DEPOSITS

As of 31st March 2010 there are no outstanding deposits.

6. CANCELLATION OF REGISTRATION WITH NHB

The company had on 08/12/2008 surrendered to NHB its certificate for cancellation and as advised by NHB, steps are being taken for carrying out changes in the object clause and name of the company. The formalities are likely to be completed soon, In view of the above no returns were filed to NHB during the year under review.

7. AUDITORS

The auditors M/s. N. S. Doshi & Co., Chartered Accountants, retire at the ensuing Annual General meeting and are eligible for re-appointment.

8. DIRECTORS RESPONSIBILITY STATEMENT

PERSUANT TO SECTION 217 (2AA):

In terms of the amendment to Section 217 of the Companies Act 1956, your directors have to state as under in respect of the Audited Accounts for the year ended 31st March 2010.

i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed to the extent applicable along with proper explanation relating to material departures if any;

ii) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company of that period;

iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

9. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report a separate report on Corporate Governance., Managing Directors certificate together with a certificate from the Companys Auditors and on com pliance is set out in the annexure forming part of Annual Report.

10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

The Company is not engaged in manufacturing activities and therefore, there is no informa- tion required to be furnished in respect of conservation of energy and absorption of technology. The information in respect of foreign Exchange earnings/outgoings is NIL.

11. PARTICULARS OF EMPLOYEES

The Company did not have any employee falling within the scope of section 217 (2A) of the Companies Act, 1956.

12. SECRETARIAL COMPLIANCE CERTIFICATE

Certificate obtained from M/s. A. S. Bohra & Associates, company secretaries, Pune U/S 383A of the companies Act, 1956 is attached to this report.

The Board proposes to reappoint M/S. A. S. Bohra & associates, Company secretaries in whole time practice for providing the compliance certificate and to fix their remuneration.

13. DELISTING

In partial modification of resolution passed at the AGM held on 30-9-2008, the company at its AGM held on 30-9-2009 approved the resolution for continuing of listing at the Bombay Stock Exchange.

14. ACKNOWLEDGEMENT

Your Directors would like to thank the Companys Bankers, viz State Bank of India and The Jalgaon Peoples Co. op Bank Ltd., employees , the Shareholders of the Company and the authorities of the National Housing Bank for their continued support and co-operation.

FOR AND ON BEHALF OF THE BOARD

Mumbai ISHWARLAL S. JAIN. PRAMOD MEHTA

28th May 2010 (Managing Director) (Director)