Directors Report of Meglon Infra-Real (India) Ltd.

Mar 31, 2015

Dear Members,

1. INTRODUCTION

The Directors are elated in presenting the 27th Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2015.

The Annual report presented to you pertains to financial year ended 31st March, 2015 so the contents within are governed by the relevant provisions/schedules/rules of the Companies Act, 2013, in compliance with General Circular No. 08/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs.

2. FINANCIAL RESULTS

(Amount in Rs)

Particulars Current Previous Financial Year Financial Year (2014-15) (2013-2014)

Net Profit/(Loss)Before (543,258.00) (324,089.00) Depreciation and Tax

Depreciation 0.00 0.00

Profit /(Loss) before Tax (543,258.00) (324,089.00)

Provision for Tax 0.00 0.00

Profit/ (loss) after Tax (543,258.00) (324 089 00)

Prior Period Adjustments 0.00 0.00

Balance Brought forward 0.00 0.00

Balance carried to Balance 0.00 0.00 Sheet

3. BUSINESS OVERVIEW

Due to adverse market situations, the Gross Revenue of the Company has declined from Rs. 1,099,310/- to Rs. 982,960/-. The Company's policy of management has provided cushion effect to the adversities of the market on the performance of Company. The Board of Directors look towards the future performance with a positive approach.

4. DIVIDEND

Due to loss incurred by the operations of the Company and with a view to conserve the resources, the Board of Directors do not recommend any dividend for the year ended 31st March, 2015.

5. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

6. STATUTORY AUDITORS

M/s. Ramasamy Koteswara Rao & Co, Chartered Accountants (Firm Registration Number: 010396S) were appointed as the Statutory Auditors of the company last year in AGM held on 30th September 2014, for five consecutive years, subject to ratification at every Annual General Meeting. Accordingly, their appointment is proposed to be ratified in the ensuing AGM. They have given their eligibility & consent for the proposed ratification.

7. SECRETARIAL AUDITORS

M/s. H V Gor & Co, Practicing Company Secretaries have been appointed in the Board Meeting held on 14th August, 2015 as the Secretarial Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct Secretarial Audit of the matters of the Company and report thereof. The Secretarial Auditor's Report has been annexed to the Board Report under Annexure IV.

8. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualification, reservation or adverse remark made by the Auditors in their report.

The explanations made by the Board relating to the qualifications, reservations, adverse remarks made by the Practicing Company Secretary in his Secretarial Audit Report are furnished as under:

1. The Company has been inviting the applications for the post of Company Secretary in whole time employment of the Company by issuing classifieds in the newspapers. However, the Company has failed to receive application from a suitable candidate for the aforementioned responsibilities.

2. The Company has been looking forward for appointing the Chief Financial Officer of the Company during the Financial year 2014-15 but did not find a suitable candidate who can perform the duties of CFO responsibly. However, the Company has appointed Mrs. Jyothi Vishal Malviya as the Chief Financial Officer of the Company.

3. The Company has failed to file the report of annual general meeting with the Registrar of Companies in e-form MGT-15 due to genuine oversight on its part. The Board of Directors assure that there was no mala fide intention behind such non compliance to deceive the interest of the stakeholders of the Company.

4. The Company has been looking forward for a suitable candidate for the responsibility of Internal Auditor of the Company but failed to receive such candidature. The Company assures that the perfect candidature for the duties of Internal Auditor of the Company shall be approved.

9. DIRECTORS

Mr. Dilip Kumar Puri has resigned from the Board of Directors during the year. Mr. Anand Suvarna resigned from the Board of Directors w.e.f 14th August, 2015 due to his pre-occupancies.

Mrs. Pratibha Sanjeev Chaturvedi and Mr. Naagraj Ganeshmal Jain were appointed as additional directors of the Company in the Board meeting held on 14th August, 2015.

Owing to the aforementioned changes, the Board of Directors as on date stands as follows:

Name Designation Date of DIN Appointment

Executive Director

Mr. Chetan Naagraj Managing Director 25th August, 2009 00800602 Jain

Mr. Naagraj Whole time Director 14th August, 2015 02169981 Ganeshmal Jain and Chairman

Independent Directors

Mr. Rakesh Surana Independent 16th November, 2009 00802876 Director

Mrs. Pratibha Independent 14th August, 2015 07269244 Chaturvedi Director

10. DECLARATION BY THE INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

11. BOARD MEETINGS

During the financial year under review, the Board of Directors met Five Times.

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

The Company has devised the policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

13. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

14. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

No of complaints received: Nil

No of complaints disposed off: Nil

15. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

b. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of its Loss for the year ended on that date;

c. They 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. They have prepared the annual accounts for the year ended 31st March, 2015 on a 'going concern' basis; and

e. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

There was no loan given or guarantee given or investment made or security provided pursuant to Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

17. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.

18. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

19. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

20. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company.

21. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014:

The Company has an adequate Internal financial control system, commensurate with the size of its business operations.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

24. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in "Annexure II".

25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members;

a. Mr. Rakesh Surana

b. Mrs. Pratibha Chaturvedi

c. Mr. Chetan Jain

The above composition of the Audit Committee consists of independent Directors viz., Mr. Rakesh Surana and Mrs. Pratibha Chaturvedi who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

26. CORPORATE GOVERNANCE:

Your Company is committed to adopting the best Corporate Governance practices. It believes that proper corporate governance is not just a regulatory compliance nut also a facilitator for enhancement of stakeholder's value. Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report.

27. APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co- operation and support of the Company's Bankers, its valued customers, employees and all other intermediaries concerned with the Company's business.

Your directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

By Order of the Board of Directors For Meglon Infra-Real India Ltd.

Sd/-

Place: Nellore Mr. Chetan Jain

Date: 29th August, 2015 (Managing Director & CEO)

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 26>hAnnual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014:

FINANCIAL RESULTS

Particulars (Rs. in Lakhs) (Rs. in Lakhs) 2013-2014 2012-2013

Total Income 10.09 11.03

Profit before Taxes (3.24) 0,10

Provisions for Taxation NIL NIL

Profit after Taxes (3.24) 0.10

REVIEW OF OPERATIONS:

During the financial year under review, the Company has recorded total incomeof Rs. 10.09 Lakhs and incurred loss of Rs.3.24 lakhs.

DIVIDEND:

In view of the Loss incurred during the year, your Directors does not recommend any dividend for the financial year 2013-2014

FIXED DEPOSITS:

The company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

DIRECTORS

At the ensuing Annual General Meeting of the Company, Mr. Dilipkumar Amamath Puri is liable to retire by rotation and not sought re-appointment. It is also decided not to fill up vacancy thereby created.

Further Board has decided to appoint Mr. Anand Babu Suvama and Mr Rakesh Surana as Independent Directors of the Company pursuant to provisions of the Companies Act, 2013 and rules made thereunder.

DIRECTORS'' RESPONSIBILITY STATEMENT

In Pursuance of the provisions of section 217(2AA) of the Companies Act, 1956 and based upon observations made, the Directors hereby confirm that:

1. In the preparation of the Annual Accounts for the year 2013-2014 the applicable Accounting Standards have been followed along with explanation relating to material departures;

2. They have selected such accounting policies in consultation with the statutory auditors 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 / loss of the company for the financial year;

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

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

AUDITORS

M/s. Ramasamy Koteswara Rao& Co., Chartered Accountants, Auditors of the Company retire at the ensuing General Meeting and being eligible, offer themselves for reappointment for 3 consecutive years till the conclusion of 29th Annual General Meeting in the calendar year 2017.

MANAGEMENT DISCUSSION & ANALYSIS

A report on Management Discussion and Analysis as required under Clause 49 of the Listing Agreement forms part of this report and is annexed herewith to this report.

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

Information as required under 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, forms to extent applicable are given below:

Details of Conservation of Energy:

The operations of your company do not consume high level of energy. However, adequate measures have been taken to conserve energy by using efficient computers and peripherals.

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Nil

Technology Absorption : Nil

Research and Development : Nil

Technology absorption, Adaptation & Innovation : Nil

CORPORATE GOVERNANCE

In terms of clause 49 of the Listing Agreement a separate Report on Corporate Governance is attached to this report.

ACKNOWLEDGEMENT

The Board acknowledges the support extended by employees, shareholders, bankers and clients and look forward for their continued support.

For and Behalf of the Board,

Sd/- Chetan Jain Place: Mumbai Chairman&Managing Director Date: 14th August, 2014

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Mar 31, 2013

Dear Members

The Directors have pleasure in presenting the 25th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2013:

FINANCIAL RESULTS (Rs. in Lakhs) (Rs. in Lakhs) 2012-2013 2011-2012

Total Income 11.03 18.62

Profit before Taxes 0.10 (3.61)

Provisions for Taxation NIL NIL

Profit after Taxes 0 .10 (3.61)

REVIEW OF OPERATIONS:

During the financial year under review, the Company has achieved a turnover of Rs.11.03 Lakhs and recorded a net profit of Rs.0.10 Lakhs.

DIVIDEND:

Your Directors does not recommend any dividend for the financial year 2012-2013.

FIXED DEPOSITS:

The company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

DIRECTORS:

At the ensuing Annual General Meeting of the Company, Mr. Dilipkumar Puri is liable to retire by rotation and being eligible, offers himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

In Pursuance of the provisions of section 217(2AA) of the Companies Act, 1956 and based upon observations made, the Directors hereby confirm that:

1. In the preparation of the Annual Accounts for the year 2012-2013 the applicable Accounting Standards have been followed along with explanation relating to material departures;

2. They have selected such accounting policies in consultation with the statutory auditors 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 / loss of the company for the financial year;

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

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

AUDITORS

M/s. Ramasamy Koteswara Rao & Co., Chartered Accountants, Auditors of the Company retire at the ensuing General Meeting and being eligible, offer themselves for reappointment. The Board recommends their re-appointment as a Statutory Auditor of the Company for the financial year 2013-14.

MANAGEMENT DISCUSSION & ANALYSIS

A report on Management Discussion and Analysis as required under Clause 49 of the Listing Agreement forms part of this report and is annexed herewith to this report.

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

Information as required under 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, forms to extent applicable are given below:

Details of Conservation of Energy:

The operations of your company do not consume high level of energy. However, adequate measures have been taken to conserve energy by using efficient computers and peripherals.

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Nil

Technology Absorption : Nil

Research and Development : Nil

Technology absorption, Adaptation & Innovation : Nil

CORPORATE GOVERNANCE

In terms of clause 49 of the Listing Agreement a separate Report on Corporate Governance is attached to this report.

ACKNOWLEDGEMENT

The Board acknowledges the support extended by employees, shareholders, bankers and clients and look forward for their continued support.

For and Behalf of the Board,

Sd/-

Place: Mumbai Chetan Jain

Date: 13th August, 2013 Chairman & Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting the 24th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2012:

FINANCIAL RESULTS (Rs. in Lakhs) (Rs. in Lakhs) 2011-2012 2010-2011

Total Income 18.62 15.56

Profit before Taxes (3.61) 0.81

Provisions for Taxation NIL NIL

Profit after Taxes (3.61) 0.81

REVIEW OF OPERATIONS:

During the financial year under review, the Company has achieved a turnover of Rs. 18.62 Lakhs and recorded a net profit of Rs. (3.61) Lakhs.

DIVIDEND:

Your directors does not recommend any dividend for the financial year 2011-2012

FIXED DEPOSITS:

The company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

DIRECTORS:

At the ensuing Annual General Meeting of the Company, Mr. Anand Suvarna is liable to retire by rotation and being eligible, offers himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

In Pursuance of the provisions of section 217(2AA) of the Companies Act, 1956 and based upon observations made, the Directors hereby confirm that:

1. In the preparation of the Annual Accounts for the year 2011-2012 the applicable Accounting Standards have been followed along with explanation relating to material departures;

2. They have selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgements 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/loss of the company for the financial year;

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

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

AUDITORS

M/s. Ramasamy Koteshwara Rao & Co, Chartered Accountants, Auditors of the Company retire at the ensuing General Meeting and being eligible, offer themselves for reappointment. The Board recommends their re-appointment as a Statutory Auditor of the Company for the financial year 2012-13.

MANAGEMENT DISCUSSION & ANALYSIS

A report on Management Discussion and Analysis as required under Clause 49 of the Listing Agreement forms part of this report and is annexed herewith to this report.

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

Information as required under 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, forms to extent applicable are given below:

Details of Conservation of Energy:

The operations of your company do not consume high level of energy. However, adequate measures have been taken to conserve energy by using efficient computers and peripherals.

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Nil

Technology Absorption : Nil

Research and Development : Nil

Technology absorption, Adaptation & Innovation : Nil

CORPORATE GOVERNANCE

In terms of clause 49 of the Listing Agreement a separate Report on Corporate Governance is attached to this report.

ACKNOWLEDGEMENT

The Board acknowledges the support extended by employees, shareholders, bankers and clients and look forward for their continued support.

By Order of the Board Chetan Jain Managing Director

Place: Mumbai Date: 14th August, 2012

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Mar 31, 2010

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010:

FINANCIAL RESULTS (Rs. in Lakhs) (Rs. in Lakhs) 2009-2010 2008-2009

Total Income 17.93 21.58

Profit before Taxes 0.77 (0.78)

Provisions for Taxation Profit after Taxes 0.77 (0.78)

REVIEW OF OPERATIONS:

During the financial year under review, the Company has achieved a turnover of Rs. 17.93 Lakhs and recorded a net profit of Rs.0.77 Lakhs. However, the Director of your Company are of the view that the performance of the Company would improve in the next financial year.

DIVIDEND:

Your directors do not recommend any dividend for the financial year 2009-2010, due to conserve revenue for the expansion of business.

FIXED DEPOSITS:

The company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

DIRECTORS:

At the ensuing Annual General Meeting of the Company, Mr. Anand Babu Suvarna is liable to retire by rotation and being eligible offers himself for reappointment. During the year, the Board co - opted Mr. Rakesh Surana as Additional Director of the Company up to the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

In Pursuance of the provisions of section 217(2AA) of the Companies Act, 1956 and based upon observations made, the Directors hereby confirm that:

i. In the preparation of the Annual Accounts for the year 2009-2010 the applicable Accounting Standards have been followed along with explanation relating to material departures;

ii. They have selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgements 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 / loss of the company for the financial year;

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

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

GROUP FOR INTER SE TRANSFER OF SHARES:

As required under Clause 3(1) (e) of the Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (Takeover Regulations), persons constituting group (within the meaning of group defined in Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of claiming exemption from applicability of the provisions of Regulations 10, 11 and 12 of the Takeover Regulations are given as under: Naagraj Jain, Bhagyawati Naagraj Jain, Hitesh Jain, Jitesh Jain, Chetan Jain, Heet Estate Properties & Investment Limited and Heet Developers & Finance Private Limited

AUDITORS

M/s. M. N. Rao Associates, Chartered Accountants, Auditors of the Company retire at the ensuing General Meeting.

At the ensuing Annual General Meeting Board decided to appoint M/s. Ramasamy Koteshwar Rao & Co, Chartered Accountants as Statutory Auditors of the Company. Members are requested to consider the Appointment.

EXPLANATION TO AUDITORS OBSERVATION

With reference to observation, in the Auditors Report, the relevant notes on accounts are self explanatory and in the Annexure thereto. Attention of the members is drawn to the fact that as and when the Company increases the volume of its operations it will have an internal audit system and the default in repayment of dues to bank is due to liquidity problem. With reference to point 4 (vii) of the Auditors Report, the same in under litigation with the BSNL authorities. However, the Management is taking appropriate actions to resolve the said dispute.

MANAGEMENT DISCUSSION & ANALYSIS

A report on Management Discussion and Analysis as required under Clause 49 of the Listing Agreement forms part of this report and is annexed herewith to this report as Annexure-I

CORPORATE GOVERNANCE

In terms of clause 49 of the Listing Agreement a separate Report on Corporate Governance is attached to this report.

ACKNOWLEDGEMENT

The Board acknowledges the support extended by employees, shareholders, bankers and clients and look forward for their continued support.

By Order of the Board

Place: Mumbai Chetan Jain

Date: 04,th September, 2010 Chairman