Directors Report of Maruti Infrastructure Ltd.

Mar 31, 2016

To,

The Members,

Maruti Infrastructure Limited Ahmedabad

The Directors have pleasure in presenting the 22^nd Annual Report of your Company for the financial year ended on March 31, 2016.

FINANCIAL RESULTS:

(Amount in Rs.)

PARTICULARS	Current Year 2015-16	Previous Year 2014-15
Total Income	17,50,09,530	22,02,75,542
Profit Before Depreciation and amortization expense & Financial charges	1,17,07,958	185,33,452
Financial charges	31,45,556	10,10,993
Depreciation and amortization expense	16,08,725	16,65,204
Profit Before Taxation	69,53,677	1,58,57,255
Provision For Taxation including Deferred Tax	22,01,403	52,00,810
Profit After Tax	47,52,274	1,06,56,445
APPROPRIATIONS:
Balance Brought Forward	2,83,80,984	1,77,24,539
Balance Carried Forward	3,31,33,259	2,83,80,984

STATE THE COMPANY''S AFFAIRS AND OPERATIONS:

The Company is engaged in infrastructure Business. The Company is recognized by Gujarat Institute of Housing and Estate Developers (GIHED), Builder Association of India (BAI), Ahmedabad Urban Development Authorities (AUDA) and has affiliated with Professional Institutes such as the Gujarat Institute of Civil Engineers and Architects (GICEA), Indian Plumbing Association (IPA), Gujarat Contractor Association (GCA).

During the year under review, the total income of the Company was Rs. 17,50,09,530/- compared to Rs. 22,02,75,542/- of previous financial year and net profit for the current year was Rs. 47,52,274/- compared to Rs. 1,06,56,445/- of previous year.

CHANGE IN NATURE OF BUSINESS:

During the year under Report, there was no change in the nature of business of the Company.

TRANSFER TO RESERVES:

The Board of Directors do not propose to carry any amount to reserves.

DIVIDEND:

In order to conserve the financial resources, the Board of Directors of the Company do not recommended any dividend for the financial year 2015-16.

FIXED DEPOSIT:

The Company neither has accepted nor invited any deposit from the public, within the meaning of section 73 of the Companies, Act, 2013 and the Rules made there under.

SHARE CAPITAL:

The paid-up equity share capital of the Company as on March 31, 2016 was Rs.12.50 Crores. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANICAL POSITION AFTER THE END OF FINANCIAL YEAR:

There are no any material changes and commitments occurred after the end of the financial year, which is affecting the financial position of the Company.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

There are no holding, subsidiaries, joint ventures or associate company of the Company. During the financial year ended on March 31, 2016, none of the companies have become or ceased to be the subsidiaries, joint ventures or associate companies of the Company. The performance and financial position of subsidiaries, associates and joint ventures as per rule 8(1) of the Companies (Accounts) Rules, 2014 is not applicable.

ANNUAL RETURN:

The extract of Annual Return as prescribed under Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is set out in an annexure as ''Annexure I'' to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Companies Act, 2013 and the Company''s Articles of Association, Shri Paresh M. Patel (DIN: 00185346), Director of the Company, retires by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment.

The information of Director(s) seeking appointment / re-appointment, details pertaining to brief resume and expertise in functional area is furnished in notes of the 22^nd AGM Notice.

All the Independent Directors have submitted the declaration to the Company that they meet the criteria of independence, as per section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

ANNUAL PERFORMANCE EVALUATION:

In terms of the provisions of Section 134(3)(p) the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regu-lations,2015, the Board of Directors has carried out the annual performance evaluation of itself, the Directors individually as well as the evaluation of its committees. The manner in which the evaluation was carried out is provided in the Corporate Governance Report, which is part of this Annual Report.

REMUNERATION POLICY FOR DIRECTORS, KMPS AND OTHER EMPLOYEES:

The Company has framed remuneration policy for Directors, KMPs and other employee pursuant to the provisions of Section 178(3) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is set out in an annexure as ''Annexure II'' to this report.

MEETINGS OF BOARD:

During the financial year 2015-16, 7 (Seven) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

(a) that in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that we 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 March 31, 2016 and of the profits of the company for the year ended March 31, 2016;

(c) they 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;

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively; and

(f) that proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

AUDITORS AND AUDIT: - AUDITORS :

M/s. J. B. Shah & Co., Chartered Accountants, Ahmedabad have been appointed as Statutory Auditors of the Company for period of three years from the conclusion of 20^th Annual General Meeting till the conclusion of 23^rd Annual General Meeting of the Company subject to ratification of their appointment at every AGM held after the 20^th AGM. The members of the Audit Committee and Board of Directors of the Company recommended ratifying their appointment as Auditors of the Company for the financial year 2016-17.

A resolution for the ratification of the Appointment of M/s. J. B. Shah & Co. as Auditors is being placed for the approval of the members at forthcoming Annual General Meeting.

There are no qualifications or adverse remarks in the Auditors'' Report which require any clarification/explanation. The Notes on financial statements are self explanatory, if any, and needs no further explanation.

- SECRETARIAL AUDITORS:

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration personnel) Rules, 2014, the Board of Directors appointed M/s. Bharat Prajapati & Co., Practicing Company Secretaries, Ahmedabad as Secretarial Auditor to conduct the Secretarial Audit of the Company for financial year 2015-16.

The Report of the Secretarial Audit Report is set out in an annexure as ''Annexure ''III'' to this report.

In connection, with the auditors'' observation in the Secretarial Audit Report, the explanation / clarifications of the Board of Directors are as under:

(i) With regard to the appointment of Chief Financial Officer, it is clarified that the Company is seeking eligible candidate to appoint as a Chief Financial Officer.

(ii) With regard to the appointment of Company Secretary, it is clarified that the Company is seeking eligible candidate to appoint as a Company Secretary.

PARTICULARS OF EMPLOYEES:

The particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out in an Annexed ''IV'' to this report.

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

Details of Loan, Guarantee and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

During the year, the transactions entered by the company with Related Parties were in the ordinary course of business and at arm''s length basis. The details of contracts or arrangements with related parties for the financial year ended on March 31, 2016 is given in Note No. 26 of the financial statements of the Company. Audit Committee approved such transactions.

During the financial year 2015-16, the Company did not have any material pecuniary relationship or transactions with Non-Executive Directors. In the preparation of financial statements, the Company has followed the Accounting Standards. The significant accounting policies which are applied have been set out in the Notes to Financial Statements. The Board has received disclosures from Key Managerial Personnel, relating to material, financial and commercial transactions where they and/or their relatives have personal interest. There are no materially significant related party transactions having potential conflict with the interest of the Company at large.

MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS AND INTERNAL FINANCIAL CONTROLS:

During the financial year ended on March 31, 2016, there were no significant material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future and its future operations.

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

1. Conservation of Energy

i) The steps taken or impact on conservation of energy: The operations of your company are not energy intensive. However, adequate measure have been initiated for conservation of energy

ii) The steps taken by the company for utilizing alternate sources of energy: Through the operations of the Company are not energy intensive, the Company shall explore alternative source if energy, as and when the necessity arises.

iii) The capital investment on energy conservation equipments: Nil

2. Technology Absorption

i) The efforts made towards technology absorption - The minimum technology requirement for the business has been absorbed

ii) The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Not Applicable

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

iv) The expenditure incurred on Research and Development - Not Applicable

3. Foreign Exchange Earning and Outgo: NIL CORPORATE GOVERNANCE:

In compliance with provisions of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a separate report on Corporate Governance along with a certificate from a the Auditors of the Company regarding compliance of conditions of corporate governance, forming a part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report is annexed after the Directors'' Report and forming a part of this report.

CORPORATE SOCIAL RESPONSIBILITY(CSR) COMMITTEE:

The provisions relating to establish a Corporate Social Responsibility Committee and Corporate Social Responsibility activities are not applicable to the Company. However, as a good governance practice, the Company has constituted the Corporate Social Responsibility (CSR) Committee. Details of the role and composition of the Committee are provided in the Corporate Governance Section of the Annual Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated Whistle Blower Policy/Vigil Mechanism policy in compliance with the provision of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. The Policy of vigil Mechanism of the company is available on the website of the company at www.marutiinfra.in

BOARD COMMITTEES:

The Board of Directors of your Company already constituted various Committees in compliance with provisions of the Companies Act, 2013 and / or the SEBI (Listing Obligations and Disclosures Requirements) 2015 viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference / role of the Committee are taken by the Board of Directors.

Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Section of the Annual Report.

INDEPENDENT DIRECTORS MEETING:

During the year under review, the Independent Directors of the Company met on February 13, 2016, inter alia to discuss:

i) Evaluation of Performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii) Evaluation of performance of the Chairman and / or Managing Director of the Company, taking into views of Executive and Non-executive Directors.

iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

RISK MANAGEMENT POLICY:

The Board reviews the risks associated with the Company every year while considering the business plan. Considering the size of the Company and its activities, it is felt that the development and implementation of a Risk management policy is not relevant to the Company and in the opinion of the Board there are no risks, which may threaten the existence of the Company.

SEXUAL HARASSMENT POLICY:

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2015-16, no complaints were received by the Company related to sexual harassment.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation and gratitude for the valuable support and co-operation received from the Customers and Suppliers, various Financial Institutions, Banks, Government Authorities, Auditors and Shareholders during the year under review. Your Directors wish

to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success.

For and on behalf of the Board

Place: Ahmedabad NIMESH D. PATEL

Date: August 11, 2016 CHAIRMAN & MANAGING DIRECTOR

DIN : 00185400

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report of your Company for the financial year ended on March 31, 2015.

FINANCIAL RESULTS: (Amount in Rs.)

PARTICULARS Current Year Previous Year 2014-15 2013-14

Total Income 22,02,75,542 8,45,02,936

Profit Before Depreciation and a 1,85,33,452 89,31,742 mortization expense & Financial charges

Financial charges 10,10,993 8,26,637

Depreciation and amortization 16,65,204 10,89,574 expense

Profit Before Taxation 10,58,57,255 70,15,531

Provision For Taxation including 52,00,810 22,30,170 Deferred Tax

Profit After Tax 1,06,56,445 47,85,361

APPROPRIATIONS:

Balance Brought Forward 1,77,24,539 1,29,39,178

Balance Carried Forward 2,83,80,984 1,77,24,539

OPERATIONS:

The Company is recognized by Gujarat Institute of Housing and Estate Developers (GIHED), Builder Asso- ciation of India (BAI), Ahmedabad Urban Development Authorities (AUDA) and has affiliated with Profes- sional Institutes such as The Gujarat Institute of Civil Engineers and Architects (GICEA), Indian Plumbing Association (IPA), Gujarat Contractor Association (GCA).

During the year under review, the total income of the Company increased from Rs. 8,45,02,936/- to Rs. 22,02,75,493/-. The net profit during the Financial Year Rs. 1,06,56,482/- which has increased by 122.69% as against the net profit of previous year of Rs. 47,85,361/-.

DIVIDEND:

In order to conserve the financial resources, the Board of Directors of the Company do not recom- mended any dividend for the Financial Year 2014-15.

FIXED DEPOSIT:

The Company neither has accepted nor invited any deposit from the public, within the meaning of section 73 of the Companies, Act, 2013 and the Rules made thereunder.

SHARE CAPITAL

The Company in order to meet with its increasing long term working capital requirements, long term resources for expansion of current activities, to carry out the additional residential and commercial projects, investment in Land and Buildings, infrastructure projects, for investment in subsidiary Com- pany/Companies and/or Bodies Corporate, for the repayment of secured and unsecured loan, for gen- eral corporate purposes and to enable to raise additional borrowing in case of requirement raised funds by way of issue of 24,71,500 Warrants converted into equal number of equity shares of Rs. 10/- with a premium of Rs. 5/- each on preferential basis, to the Promoters and Non-Promoters in accordance with the Regulations for Preferential Issue contained in Chapter VII of the SEBI (ICDR) Regulations as amended time to time.

During the year 2014-15, the Company on conversion of warrants into equity shares issued and allotted 18,71,500 Equity Shares of Rs, 10/- each at a premium of Rs. 5/- aggregating to Rs. 2,80,72,500/- on 24th May, 2014 and also allotted the 6,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 5/- aggregating to Rs.90,00,000/- on 9th June, 2014.

ANNUAL RETURN:

The extract of Annual Return as prescribed under Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is set out in an annexure as 'Annexure I' to this report.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Company's Articles of Associa- tion, Shri Nimesh D. Patel (DIN: 00185400), Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Smt. Hiteshi N. Patel has been inducted as an Additional / Director (Women) with effect from 31st March, 2015 and hold office up to ensuing Annual General Meeting of the Company. The Company has received notice from member under section 160 of the Companies Act, 2013, signifying her intention to propose the candidature of above mentioned person for the office of Director.

The information of Director(s) seeking re-appointment, details pertaining to brief resume and exper- tise in functional area is furnished in notes.

All the Independent Directors have submitted the declaration to the Company that they meet the criteria of independence, as per section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provision of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own and the Directors individually and reported under the Corporate Governance Report as annexed hereto.

MEETINGS OF BOARD:

During the financial year 2014-2015, Seven (7) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors, the reviews performed by Management and the relevant Board Committees, the Board, with the concurrence of the Audit Com- mittee, is of the opinion that the Company's internal financial controls were adequate and effective as on 31st March, 2015.

Pursuant to Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

(a) that in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relat- ing to material departures, if any;

(b) that we 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 March 31, 2015 and of the profits of the company for the year ended March 31, 2015;

(c) they proper and sufficient care has been taken for the maintenance of adequate account- ing 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;

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively; and

(f) that proper internal financial controls were laid down and that such internal financial con- trols are adequate and were operating effectively.

AUDITORS AND AUDIT:

* STATUTORY AUDITORS:

M/s. J. B. Shah & Co., Chartered Accountants, Ahmedabad have been appointed as Statutory Auditors of the Company for period of three years from the conclusion of the 20th Annual General Meeting till 23rd Annual General Meeting of the Company subject to ratification of their appointment at every AGM held after the 20th AGM. The members of the Audit Committee and Board of Directors of the Company recommended ratifying their appointment as Statutory Auditors of the Company for the financial year 2015-16.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/explanation. The Notes on financial statements are self explanatory, if any, and needs no further explanation.

* SECRETARIAL AUDITOR:

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration personnel) Rules, 2014, the Board of Directors appointed the M/s. Bharat Prajapati & Co., Practicing Company Secretaries, Ahmedabad as Secretarial Auditor to conduct the Secretarial Audit of the Company for Financial Year 2014-15. The Report of the Secretarial Audit Report is set out in an annexure as 'Annexure 'II' to this report.

In connection, with the auditors' observation in the Secretarial Audit Report, the expla- nation / clarifications of the Board of Directors are as under:

(i) With regard to the appointment of Chief Financial Officer, it is clarified that the Company is seeking eligible candidate to appoint as a Chief Financial Officer.

(ii) With regard to the appointment of Company Secretary, it is clarified that the Company is seeking eligible candidate to appoint as a Company Secretary.

POLICY ON DIRECTOR'S APPOINTMENT & REMUNERATION:

Your Company's Policy on Director's Appointment & Remuneration and other matters provided in Sec- tion 178 (3) of the Companies Act, 2013 is set out in an Annexure as Annexure III to this report

PARTICULARS OF EMPLOYEES:

The particulars of employees in accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out in an "Annexer IV" to this report.

The particulars of employees falling under the purview of Section 197 read with Rule 5(2) of The Com- panies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are NIL.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loan, Guarantee and Investments covered under the provisions of Section 186 of the Compa- nies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS:

All the transactions entered into with related parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement, if any, during the year were on an arm's length price basis and in the ordinary course of business. Such transactions have been approved by the Audit Committee. The Board of Directors of the Company has formulated the Policy on Related Party Transactions.

During the Financial Year 2014-15, the Company did not have any material pecuniary relationship or transactions with Non-Executive Directors. In the preparation of financial statements, the Company has followed the Accounting Standards. The significant accounting policies which are applied have been set out in the Notes to Financial Statements. The Board has received disclosures from Key Managerial Personnel, relating to material, financial and commercial transactions where they and/or their rela- tives have personal interest. There are no materially significant related party transactions which have potential conflict with the interest of the Company at large.

LISTING:

The Company's Shares are listed on the BSE Limited, Mumbai (BSE). The Company has paid the Annual Listing Fees to the BSE Limited for the Financial Year 2015-2016.

The Company has already applied for delisting of its securities from the Ahmedabad Stock Exchange Lim- ited (being the Regional Stock Exchange) on October 20, 2004. The same is still pending with the Exchange and the Company has not received any communication from the said Exchange till date. Hence, the listing fees of the Ahmedabad Stock Exchange Limited has not been paid.

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

The additional information required under the provisions of section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is not applicable as the Company is engaged in Infra- structure Development.

1. Conservation of Energy : NA

2. Technology Absorption : NIL

3. Foreign Exchange Earning and Outgo : NIL

CORPORATE GOVERNANCE:

Corporate Governance, in accordance with the Clause 49 of the Listing Agreements, on Corporate Gov- ernance forms part of the Annual Report. The Auditors' Certificate on the compliance of Corporate Governance Code embodied in Clause 49 of the Listing Agreement is attached hereto and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to clause 49 of the Listing Agreement, the Management Discussion and Analysis Report is annexed after the Directors' Report and forms a part of this Report.

CORPORATE SOCIAL RESPONSIBILITY(CSR) COMMITTEE:

The provisions for Corporate Social Responsibility Committee and Corporate Social Responsibility ac- tivities are not applicable to the Company. However, as good governance practice the Company has constituted the Corporate Social Responsibility (CSR) Committee. Details of the role and composition of the Committee are provided in the Corporate Governance Section of the Annual Report.

ESTABLISHMENT OF VIGIL MECHANISM:

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has adopted a Whistle-Blower Policy/ Vigil mechanism, which provides a formal mechanism for all employees of the Company to make protected disclosures to the Management about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. Disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. During the year under review, No employee of the Company has been denied access to the Audit Committee.

BOARD COMMITTEE:

The Board of Directors of your Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013 and / or Listing Agreement viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee. During the year under review, in compliance with the provisions of Clause 49 of the Listing Agreement.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference / role of the Committee are taken by the Board of Directors.

Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Sec- tion of the Annual Report.

INDEPENDENT DIRECTORS MEETING:

During the year under review, the Independent Directors of the Company met on March 2, 2015, inter alia to discuss:

i) Evaluation of Performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii) Evaluation of performance of the Chairman and / or Managing Director of the Company, taking into views of Executive and Non-executive Directors.

iii) Evaluation of the quality, content and timelines of flow of information between the Manage- ment and the Board that is necessary for the Board to effectively and reasonably perform its duties.

RISK MANAGEMENT :

The Board reviews the risks associated with the Company every year while considering the business plan. Considering the size of the Company and its activities, it is felt that the development and imple- mentation of a Risk management policy is not relevant to the Company and in the opinion of the Board there are no risks which may threaten the existence of the Company.

SEXUAL HARASSMENT POLICY:

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2014-2015, no complaints were received by the Company related to sexual harassment.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation and gratitude for the valuable support and co-operation received from the Customers and Suppliers, various Financial Institutions, Banks, Gov- ernment Authorities, Auditors and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success.

On behalf of Board of Directors For, MARUTI INFRASTRUCTURE LIMITED

Place: Ahmedabad NIMESH D. PATEL Date: August 14, 2015 CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2014

The Members,

Maruti Infrastructure Limited

Ahmedabad

The Directors have pleasure in presenting the 20th Annual Report of your Company for the financial year ended on March 31, 2014.

FINANCIAL RESULTS: (Amount in Rs) PARTICULARS Current Year Previous Year 2013-14 2012-13

Total Income 8,45,02,936 7,68,79,816

Profit Before Depreciation & Financial 89,31,742 58,96,866 charges

Financial charges 8,26,637 897,372

Depreciation 10,89,574 1,010,777

Profit Before Taxation 70,15,531 39,88,717

Provision ForTaxation including DeferredTax 22,30,170 12,00,098

Profit After Tax 47,85,361 27,88,619

APPROPRIATIONS:

Balance Brought Forward 12,939,223 10,150,604

Balance Carried Forward 1,77,24,584 12,939,223

OPERATIONS:

The Company is recognized by Gujarat Institute of Housing and Estate Developers (GIHED), Builder Association of India (BAI), Ahmedabad Urban Development Authorities (AUDA) and has affiliated with Professional Institutes such as The Gujarat Institute of Civil Engineers and Architects (GICEA), Indian Plumbing Association (IPA), Gujarat Contractor Association (GCA).

During the year under review, the total income of the Company increased from Rs. 7,68,79,816/- to Rs. 8,45,02,936/-. The net profit during the Financial Year Rs. 47,85,361/- which has increased by 71.61% as against the net profit of previous year of Rs. 27,88,574/-.

DIVIDEND:

In order to conserve the financial resources, the Board of Directors of the Company do not recommended any dividend for the Financial Year 2013-14.

CAPITAL RAISING/ PREFERENTIAL ALLOTMENT OF WARRANTS CONVERTING TO EQUIVALENT NUMBER OF EQUITY SHARES AND UTILIZATION OF PROCEEDS RECEIVED FROM PREFERENTIAL ALLOTMENT:

Preferential Issues of Warrants :

i. In order to meet with increasing long term working capital requirements, long term resources of the Company for expansion of current activities, to carry out the additional residential and commercial projects, investment in Land and Buildings, infrastructure projects, for investment in subsidiary Company/Companies and/or Bodies Corporate, for the repayment of secured and unsecured loan, for general corporate purposes and to enable the Company to raise additional borrowing in case of requirement, during the year under review, the Company has proposed to issue and allot warrants convertible into equal number of equity shares of Rs. 10/- each on preferential basis to the promoters and non promoters, at the issue price calculated under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, on preferential basis duly approved by Shareholders and the Board of Directors of the Company.

ii. On 13th March, 2014, the Company issued and allotted 24,71,500 Warrants convertible into equal number of equity shares of Rs. 10/- each at a premium of Rs. 5/- each, aggregating Rs. 40,72,500/- to the promoters and non-promoters on preferential basis [in accordance with the Regulations for Preferential Issue containing in the Chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulation, 2009]. The Conversion of warrants into equal number of Equity Shares have not made at the end of the year.

iii. Subsequently, on May 24, 2014, the Company has allotted 18,71,500 equity shares of Rs. 10/ - each on conversion of 18,71,500 Warrants to Non Promoters and on June 09, 2014, the Company has allotted 6,00,000 equity shares ofRs. 10/- each on conversion of 6,00,000 Warrants to Promoters pursuant to the approval of the shareholders of the Company accorded in the Extra Ordinary general Meeting held on March 8, 2014.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Company''s Articles of Association, Shri Nimesh D. Patel, Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Pursuant to provisions of Section 149 of the Companies Act, 2013, the Board of Directors, at its meeting held on August, 14, 2014, recommended the appointment of Shri Nishit P. Patel, Shri Chetan A. Patel, and Shri Niketan R. Shah as Independent Directors of the Company, not liable to retire by rotation to hold office for 5 (five) consecutive years for a term up to September 30, 2019, subject to approval of the members of the Company. These Directors have given the declarations to the Board that they meet the criteria of independence as provided under Section 149(6) of the said Act and confirmed that they will abide by the provisions as mentioned in Schedule IV of the Companies Act, 2013.

The brief resume/details relating to Directors who is to be appointed/re-appointed is furnished in the notes.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 (hereinafter referred to as "the Act"), your Directors confirm that:

i. In the preparation of the Annual Accounts, for the year ended March 31, 2014 the applicable accounting standards have been followed by the Company along with proper explanation relating to material departure, if any:

ii. Th ey 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 March 31, 2014 and of the profits of the Company for the year ended March 31,2014;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the Annual Accounts on a going concern basis.

FIXED DEPOSIT:

The Company neither has accepted nor invited any deposit for the public, within the meaning of section 58A and 58AA of the Companies, Act, 1956 and the Rules made thereunder.

LISTING:

Equity Shares of the Company are listed on the BSE Limited, Bombay and the Ahmedabad Stock Exchange, Ahmedabad.

The Company has paid the Annual Listing Fees to the BSE Limited for the Financial Year 2014-2015.

The Company has already applied for delisting of its securities from the Ahmedabad Stock Exchange Limited (being the Regional Stock Exchange) on October 20, 2004. The same is still pending with the Exchange and the Company has not received any communication from the said Exchange till date. Hence, the listing fees of the Ahmedabad Stock Exchange Limited has not been paid.

PARTICULARS OF EMPLOYEES:

The particulars of employees falling under the purview of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 are NIL.

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

The additional information required under the provisions of section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable as the Company is engaged in Infrastructure Development.

1. Conservation of Energy : NA

2. Technology Absorption : NIL

3. Foreign Exchange Earning and Outgo : NIL

CORPORATE GOVERNANCE:

Compliance Report, in accordance with the Clause 49 of the Listing Agreements with Stock Exchanges, on Corporate Governance forms part of the Annual Report. The Auditors'' Certificate on the compliance of Corporate Governance Code embodied in Clause 49 of the Listing Agreement is attached hereto and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to clause 49 of the Listing Agreement, the Management Discussion and Analysis Report is annexed after the Directors'' Report and forms a part of this Report.

AUDITORS:

M/s. J. B. Shah & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing annual general meeting and they have confirmed their eligibility pursuant to the provision of the Section 139 of The Companies Act, 2013 and willingness to be re- reappointed.

The Members of the Audit Committee and Board of Directors of the Company recommended to appoint M/s J. B. Shah & Co, Chartered Accountants as Auditors of the Company from the conclusion of the 20th Annual General Meeting to the conclusion of the 23rd Annual General Meeting of the Company, subject to ratification of the appointment by the members at every AGM held after the ensuing AGM.

There are no qualifications or adverse remarks in the Auditors'' Report which require any clarification/ explanation. The Notes on financial statements are self explanatory, if any, and needs no further explanation.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation and gratitude for the valuable support and co-operation received from the Customers and Suppliers, various Financial Institutions, Banks, Government Authorities, Auditors and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success.

On behalf of Board of Directors For, MARUTI INFRASTRUCTURE LIMITED

Place : Ahmedabad NIMESH D. PATEL Date: August 14,2014 Chairman & Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting their 16th Annual Report of your Company for the year ended on 31st March, 2010.

FINANCIAL RESULTS :

(Amount in Rs.)

2009 - 2010 2008 - 2009

Total Income 1,77,99,291 1,30,69,405

Profit before Depreciation and Financial Charges 29,59,139 18,05,903

¦ Financial Charges 2,21,937 71,591

Depreciation 12,87,956 6,78,680

Profit before taxation 14,49,246 10,55,632

Provision for taxation 3,16,674 3,01,516

Profit after tax 11,32,572 7,54,116

APPROPRIATION

Balance Brought Forward 65,47,585 57,93,469

Balance Carried Forward 76,80,157 65,47,585

OPERATIONS AND CURRENT WORKING

During the year company had won and executed the contract with respect to construction of Exhibit centre at the Kamala Nehru Zoological Garden, Kankaria for Ahmedabad Municipal Corporation. In the affordable housing and commercial construction segment, Company has developed and delivered Scheme of Apartments in Town planning scheme of Ahmedabad. During the year the company has undertaken the development work of Luxury Apartment scheme in Ellisbridge, Ahmedabad. Further company is in advanced stage of negotiation of two different developments of affordable housing projects.

The total income for the Financial Year under review was Rs. 1,77,99,291 as against Rs. 1,30,69,405of the , same for the previous financial year increased by above 36%. The Net Profit during the Financial Year was Rs. 11,32,572 as against Rs. 7,54,116 for the previous Financial Year showing increase of above 50%.

DIVIDEND

In order to conserve the financial resources, the Board of Directors of the Company do not recommend any dividend for the Financial Year 2009-2010.

DIRECTORS

Mr. Chetan A. Patel and Mr. Nimesh D. Patel, Directors of the Company retire as Director by rotation and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956 (hereinafter referred to as "the Act"), your Directors confirm that:

(i) in the preparation of the Annual Accounts for the year ended on 31st March, 2010, the applicable accounting standards had been followed by the Company along with proper explanation relating to material departures, if any ;

(ii) they 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 Financial Year and of the profit of the Company for that period ;

(iii) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they had prepared the Annual Accounts on a going concern basis.

FIXED DEPOSIT

The Company has neither accepted nor invited any deposit from public, within the meaning of section 58A and 58AA of the Companies Act, 1956 and the Rules made there under.

LISTING

Pursuant to the requirement of the Listing Agreement, the Company declares that its equity shares are listed on Ahmedabad Stock Exchange Limited and Bombay Stock Exchange Limited. The Company has already paid the Listing Fees to the Bombay Stock Exchange Limited.

The Company has already applied for delisting of its securities from Ahmedabad Stock Exchange Limited (being the regional stock exchange) on 20th October, 2004. The same is still pending with the exchange and the Company has not received any communication from the said exchange till date. Hence the listing fees to the Ahmedabad Stock Exchange Limited has not been paid.

PARTICULARS OF EMPLOYEES

There are no employees falling under the purview of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees ) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The additional information required under the provisions of 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, is not applicable as the Company is engaged in infrastructural development.

1. Conservation of Energy : Nil

2. Technology Absorption : Nil

3. Foreign Exchange Earning and Outgo : Nil

AUDITORS

J. B. Shah & Co., Chartered Accountants, Statutory Auditors of the Company, retires at the ensuing Annual General Meeting and are eligible for re-appointment.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Corporate Governance Report in accordance with the Clause 49 of the Listing Agreement with Stock Exchanges forms part of this Annual Report. The Auditors certificate on the compliance of Corporate Governance Code embodied in Clause 49 of the Listing Agreement is attached hereto and forms part of this Report. The Management Discussion and Analysis Report is also annexed hereto and form part of this report.

APPRECIATION

Your Directors take note of and record their sincere appreciation for the valuable co-operation and support received from Customers and Suppliers, Banks, Government Authorities, Employees, Business Associates, Auditors and Shareholders during the year under review.

By order of the Board of Directors

Place : Ahmedabad Nimesh D. Patel

Date : 31st July, 2010 Chairman & Managing Director