Directors Report of Narendra Properties Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 20th Annual Report and the Company's audited financial statement for the financial year ended March 31, 2015.

FINANCIAL PERFORMANCE

The Company's financial performance, for the year ended March 31, 2015 is summarised below:

Year ended Year ended

S. No Details 31.03.2015 31.03.2014 (Rs.) (Rs.)

1 Contract receipts - -

2 Sales - 162600

3 Other income 13437971 16846068 Total 13437971 17008668

4 Total expenditure 6965721 6970362

5 Interest & finance expenses - - 6 Depreciation 253122 319453

7 Profit before tax 6219128 9718853

8 Provision for tax

- Current year (1092930) (3060626)

- Deferred Tax (Asset) 19924 34551

9 Prior year depreciation adj. - -

10 Profit after tax 5146122 6692778

11 Add: Surplus from previous year 195554838 188862060

12 Amount available for appropriations 200700960 195554838

13 Transfer to General Reserve Nil Nil

14 Proposed Dividend & Dividend Tax Nil Nil

200700960 195554838

DIVIDEND AND TRANSFER TO RESERVES

The income earned by the Company during the financial year ended 31st March 2015 comprises of financial income from mutual fund investments and interest on loans given. The Company has not earned any profit from operations since the development construction projects are under implementation. In view of the above and also in order to conserve resources for use for acquisition of land and for working capital, your Directors are not recommending any dividend for the year ended 31st March 2015 (previous year dividend paid is nil).

Your Directors have not transferred any amount to any reserves during the year.

CREDIT RATING

Your Company has not issued any financial instruments requiring to be rated by credit rating agencies during the year.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any subsidiary, joint venture or associate companies.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

i. in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

iii. the Directors 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. the Directors have prepared the annual accounts on a 'going concern' basis;

v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company has complied all the material requirements of Corporate Governance prescribed under Clause 49 of the Listing Agreement. A report on Corporate Governance is annexed and it forms part of this report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year, the Company had not entered into any contract, arrangement or transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board was put up on the website of the Company at www.narendraproperties.com.

Your Directors draw attention of the members to Note 21 : Significant Accounting Policies and Explanatory Statement - No. (3) (1) to the financial statement which sets out related party disclosures.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in framing and overseeing risk management policy and its periodical review, implementation and taking of pre-emptive corrective actions as may be deemed necessary. Your Company has adequate risk management infrastructure in place capable of addressing risks faced by the company both internal and external.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, no reportable material weakness has surfaced with regard to those internal controls in place.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review members have approved the appointment of Mr Chandrakant Udani and Mr Nishank Sakariya as Non-Executive, Non-Independent Director liable for retirement by rotation. Members have also approved the appointment of Mr S Ramalingam, Mr John K John, Mr R Subrahmanian, Mr Babubhai P Patel and Mr K S Subramanian as Independent Directors not liable for retirement by rotation. Your Directors have, based on the recommendation made by the Nomination and Remuneration Committee, appointed Mr Chandrakant Udani as the Wholetime Director and Chief Financial Officer which was approved by the members during the year. Your Directors have appointed Mrs Preethi Siddharth Maher as Additional Director who will be holding office only up to the ensuing Annual General meeting. The Company has received a special notice along with requisite deposit, from a member proposing the appointment of Mrs Preethi Siddharth Maher as a Director on the Board of the Company liable for retirement by rotation.

Your Directors Mr Mahendra K Maher and Mr Narendra Sakariya retire by rotation at the ensuing Annual General meeting and being eligible are offering themselves for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange.

The Nomination & Remuneration Committee has submitted its recommendation as regards the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. The Board has accepted the recommendation and it shall be implemented for performance evaluation during the current financial year ended 31st March 2016.

A familiarization program was conducted for the Independent Directors wherein the roles, rights, responsibilities of the Independent Directors, the business model of the company and the industry related developments was apprised and presented to them. The details of the familiarization program conducted for Independent Directors, Policy for selection of Directors and determining Directors independence, Remuneration Policy for Directors, Key Managerial Personnel and other employees are also put up on the website of the Company at www.narendraproperties.com.

AUDITORS & AUDITORS' REPORT

Statutory Auditor

The report of the Statutory Auditors M/s Sanjay Bhandari & Co., Chartered Accountants, Chennai, is annexed to this report. The Auditors Report does not contain any qualification, reservation or adverse remarks.

The Statutory Auditors shall be holding office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed they are eligible for re-appointment and they are not disqualified for re-appointment as Statutory Auditors of the Company.

Secretarial Auditor

The Board has appointed Mr A M Gopikrishnan, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed to this report.

In response to the remarks made in the Secretarial Audit Report, your Board wish to inform the members that the Company has initiated the process to appoint a Company Secretary u/s 203 of the Companies Act, 2013. Even though the Company has been taking continuous efforts to appoint a Company secretary to discharge its obligation under section 203 of the Act, the Company could not find suitable candidates willing to join the company considering its nature and extent of operations and remuneration policy.

Internal Auditor

The Board has appointed Mr R Mugunthan, Chartered Accountant, as Internal Auditor, as required under section 138 of the Companies Act, 2013. The Board and the Audit Committee are reviewing and taking on record the Internal Audit Report submitted periodically by the Internal Auditor. The Internal Auditor has not reported any adverse findings during the year.

DISCLOSURES

Corporate Social Responsibility

Your Company is not falling within the financial criteria laid down under section 135(1) of the Companies Act, 2013, and as such is not under obligation constitute Corporate Social Responsibility committee and undertake CSR activities.

Audit committee

The Audit Committee comprises of four Independent Directors and one Non-Independent Director and as such the composition requirements prescribed under section 177 of the Companies Act, 2013 and the Listing Agreement is satisfied. All the recommendations made by the Audit Committee during the year have been accepted by the Board.

Vigil Mechanism

The Company has put in place a vigil mechanism in order to facilitate Directors and Employees to report on genuine concerns. The Whistle Blower policy adopted by the Company and the Vigil Mechanism as a part of the said policy has been put up on the website of the Company at www.narendraproperties.com.

Meetings of Board

During the year five meetings of the Board of Directors were held. The dates on which the Board meetings were held and the attendance of the Directors therein is furnished in the Corporate Governance Report.

Particulars of Loans given, Investments made, Guarantees given and securities provided.

The particulars of Loans given, investments made and the purpose for which the loan given is proposed to be utilised by the recipient is furnished in Note 21 : Significant Accounting Policies and Explanatory Statement - No. (3) (2) to the financial statements.

The Company has not given any guarantees and has not provided any security during the year.

Conservation of energy, technology absorption, foreign exchange earnings and outgo.

As the Company is basically a construction company, the Provisions of Sec. 134 (3) (m) of the Companies Act, 2013, so far as the information relating to conservation of energy and technology absorption is not applicable to the Company. The Company has not earned any revenue in foreign exchange and it has also not incurred any expenditure in foreign currency during the year.

Extract of Annual Return

The extract of Annual Return as on 31st March 2015 in the prescribed Form MGT9 is annexed to this report.

Particulars of Employees and related disclosures

In terms of the requirements of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors wish to state that none of the employees are drawing remuneration in excess of the limits set out in the said rules.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

Employees Stock Option Scheme

The Company has not formulated any Employees Stock Option scheme.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaints under the said Act during the year.

General

Your Directors do not have anything to report or disclose on the following items since there were no transaction relating to them during the year:

i. No deposits were accepted attracting the provisions of section 73 - 76 of the Companies Act, 2013.

ii. The Company has not issued any equity shares during the year with differential rights as to dividend, voting or otherwise.

iii. The Company has not issued any shares (including sweat equity shares) to any of its employees during th year.

iv. The Company does not have any subsidiary, Joint venture or associate companies and as such the Managing Director / Whole time Directors receiving any remuneration from such companies does not arise.

v. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

vi. There were no material changes and commitments affecting the financial position of the company which have occurred between 31st March 2015 and the date of this report.

vii. The Board has reviewed the system in place to monitor compliance with all the applicable laws relating to Companies domain of operation and it has not come across any material non-compliance with such laws during the year.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the various Governmental authorities, the Company's Bankers Bank of Baroda, HDFC Bank Limited, Anna Salai Branch, HDFC Bank Limited, Kilpauk Branch, Tamilnad Mercantile Bank Limited and all the customers, suppliers and contractors who have supported the efforts of the Company at every critical stage.

Your Directors also wish to place on record the dedicated services rendered by the employees of the Company at all levels.

By Order of the Board,

For and on behalf of the Board of Directors

PLACE : CHENNAI S RAMALINGAM

DATED: 10TH AUGUST 2015 CHAIRMAN

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Mar 31, 2014

Dear Shareholder,

The Directors have pleasure in submitting the 19 Annual Report of your Company together with the Audited Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS

The Audited Results for the year ended 31st March 2014 are given below :

Year ended Year ended S.No. Details 31.03.2014 31.03.2013 (Rs.) (Rs.)

1 Contract receipts - -

2 Sales 162600 Nil

3 Other income 16846068 19064360

Total 17008668 19064360

4 Total expenditure 6960577 7916042

5 Interest & finance expenses 9785 1046

6 Depreciation 322632 355420

7 Profit before tax 9715674 10791852

8 Provision for tax

- Current year (3060626) (3177291)

- Deferred Tax (Asset) 34551 17509

9 Prior year depreciation adj. 3179 5886

10 Profit after tax 6692778 7637956

11 Add: Surplus from previous year 188862060 181224104

12 Amount available for appropriations 195554838 188862060

13 Transfer to General Reserve Nil Nil

14 Proposed Dividend & Dividend Tax Nil Nil

195554838 188862060



DIVIDEND

In order to conserve resources for use for acquisition of land and for working capital, your Directors are not recommending any dividend for the year ended 31 March 2014 (previous year dividend paid is nil)

MANAGEMENT DISCUSSION AND ANALYSIS

A. Industry Structure and Developments

Your Company is a building construction company. It purchases and develops large tracts of land into residential houses, complexes and flats. It also undertakes construction of commercial complexes on a selective basis. The operations of the Company are presently confined to localities in and around Chennai and its suburbs.

B. Performance

Your Company reported a total income of Rs 170.09 lakhs during the year ended 31st March 2014 as against Rs 190.64 lakhs during the previous year. The profit after tax was Rs 66.93 lakhs for the year ended 31.3.2014 as against Rs 76.38 lakhs achieved during the previous year.

Your Company has not executed any development projects during the year since approval is awaited for the projects under consideration. Substantial part of total income has been earned towards interest and dividend from mutual fund units invested out of the surplus funds available with the Company pending deployment in its operations. In the absence of buoyant market condition, your Company is exercising abundant caution in launching development projects or investing in land for future launch of development projects.

C. Segmentwise Performance

Your Company undertakes construction projects at Chennai and its suburb. The activities of your Company falls under single segment namely Construction of Buildings (Residential & Commercial).

Your Company is in the process of obtaining necessary approvals for developing and constructing multi- storied residential apartments at Woods road which is abutting Mount Road and very near to the famous Express Avenue Mall. Your Company is also developing another property in the suburb of Chennai for construction of commercial and / or residential space.

Your Company owns landed properties at Sholinganallur, Chennai and at Arcot Dist, Tamilnadu, wherein it will be launching large scale construction projects for building residential or commercial complexes at an opportune moment.

D. Concerns

The interest rates were at elevated levels throughout the year. This is severely affecting the purchasing power of the flat buyers in deciding to firm up their purchase decision. The inflationary tendencies prevalent in the economy is increasing the cost of the raw materials including land, steel and cement thereby affecting the profitability and feasibility of construction projects. The economy was also affected by the impact of volatility in the currency markets.

E. Outlook

A stable government with a clear majority of its own has been established at the Centre. This has brought about remarkable changes and improvement in the business confidence and sentiment. The macro indicators of the economy are also showing positive improvements. It is hoped that the GDP growth will pick up momentum in the years to come. The construction sector and your company will be directly benefitted in terms of increased buoyancy in demand for residential properties with the pick up in the economic activity and GDP growth. Your company has lined up plans for development and construction of residential buildings and for consequent improvement in turnover for the next couple of years.

F. Internal Control Systems

Your company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from un-authorised use or disposition.

G. Human resources and industrial relations

Your company has well qualified and experienced technical, financial and administrative staff to cater to its business requirements. The relations with the employees of the company remained cordial throughout the year.

None of the employees are in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company has materially complied with the requirements of Corporate Governance Code as prescribed under the revised Clause 49 of the Listing Agreement. A report on Corporate Governance is annexed and it forms part of this report.

DIRECTORS

The Directors Mr Chandrakant Udani and Mr Nishank Sakariya will be retiring by rotation at the ensuing Annual General Meeting and they being eligible are offering themselves for reappointment.

In order to comply with the requirements of appointment of Independent Directors, Mr S Ramalingam, Mr John John and Mr R Subrahmanian have agreed to retire at the ensuing 19 Annual General Meeting.

The Board of Directors have appointed Mr. Babubhai P Patel and Mr. K.S. Subramanian as Additional Directors on the Board of the Company in order to broadbase the Board. As Additional Directors, they shall be holding office only up to the ensuing Annual General Meeting.

In terms of section 149 and other applicable provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreement, Mr S Ramalingam, Mr John K John, Mr R Subrahmanian, Mr Babubhai P Patel and Mr K.S. Subramanian, being eligible and offering themselves for appointment is proposed to be appointed as an Independent Director for five (5) consecutive years for a term up to 31st March 2019. Notices have been received from members proposing them as Independent Directors.

In the opinion of the Board Mr S Ramalingam, Mr John K John, Mr R Subrahmanian, Mr Babubhai P Patel and Mr K.S. Subramanian fulfils the conditions specified in the Companies Act, 2013 and the rules made thereunder for their appointments as Independent Directors of the Company and are independent of the management. The Board considers that their continued association would be of immense benefit to the Company and it is desirable to continue to avail their services as Independent Directors.

The Board of Directors of the Company have, based on the recommendation made by the Remuneration Committee of Directors and in order to comply with the requirements of section 203 of the Companies Act, 2013, appointed the Director Mr Chandrakant Udani as Wholetime Director & Chief Financial Officer of the Company for a period of five years from 1 September 2014 to 31 August 2019.

AUDITORS

M/s Sanjay Bhandari & Co, Chartered Accountants, Chennai will be retiring at the ensuing Annual General Meeting and, being eligible, are offering themselves for reappointment.

CONSERVATION OF ENERGY, ETC

As the Company is basically a construction company, the Provisions of Sec. 217 (1) (e) of the Companies Act, 1956 so far as the information relating to conservation of energy and technology absorption is not applicable to the Company. The Company has not earned any revenue in foreign exchange and it has also not incurred any expenditure in foreign currency.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors'' state that :

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

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

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the various Governmental authorities, the Company''s Bankers Bank of Baroda, HDFC Bank Limited, Tamilnad Mercantile Bank Limited and all the customers, suppliers and contractors who have supported the efforts of the Company at every critical stage.

Your Directors also wish to place on record the dedicated services rendered by the employees of the Company at all levels.

By order of the Board for and on behalf of the Board of Directors

Place: Chennai NARENDRA C MAHER BABUBHAI P PATEL Dated: 13 August 2014 Managing Director Director

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Mar 31, 2013

Dear Shareholder,

The Directors have pleasure in submitting the 18th Annual Report of your Company together with the Audited Accounts for the year ended 31 st March 2013.

FINANCIAL RESULTS

The Audited Results for the year ended 31 st March 2013 are given below:

Year ended Year ended S. No. Details 31.03.2013 31.03.2012 (Rs.) (Rs.)

1 Contract receipts

2 Sales Nil 41700

3 Other income 19064360 23749373

Total 19064360 23791073

4 Total expenditure 7916042 5946796

5 Interests finance expenses 1046 330

6 Depreciation 355420 330906

7 Profit before tax 10791852 17513042

8 Provision for tax

-Current year (3177291) (4699313)

- Deferred Tax (Asset) 17509 4588

9 Prior year depreciation adj. 5886 3050

10 Profit after tax 7637956 12821367

11 Add: Surplus from previous year 181224104 168402737

12 Amount available for appropriations 188862060 181224104

13 Transfer to General Reserve Nil Nil

14 Proposed Dividend & Dividend Tax Nil Nil

188862060 181224104

DIVIDEND

In order to conserve resources for use for acquisition of land and for working capital, your Directors are not recommending any dividend for the year ended 31 st March 2013 (previous year dividend paid is nil)

None of the employees are in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company has materially complied with the requirements of Corporate Governance Code as prescribed under the revised Clause 49 of the Listing Agreement. A report on Corporate Governance is annexed and it forms part of this report.

DIRECTORS

The Directors Mr S Ramalingam, Mr R Subrahmanian and Mr Narendra Sakariya will be retiring by rotation at the ensuing Annual General Meeting and they being eligible are offering themselves for reappointment.

AUDITORS

M/s Sanjay Bhandari & Co, Chartered Accountants, Chennai will be retiring at the ensuing Annual General Meeting and, being eligible, are offering themselves for reappointment.

CONSERVATION OF ENERGY, ETC

As the Company is basically a construction company, the Provisions of Sec. 217 (1)(e) of the Companies Act, 1956 so far as the information relating to conservation of energy and technology absorption is not applicable to the Company. The Company has not earned any revenue in foreign exchange and it has also not incurred any expenditure in foreign currency.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors'' state that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company attheendofthe financial year and the profit and loss account of the company for that period.

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the CompaniesAct, 1956, for safeguarding the assets ofthe company and for preventing and detecting fraud and other irregularities.

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

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the various Governmental authorities, the Company''s Bankers Bank of Baroda, HDFC Bank Limited, Tamilnad Mercantile Bank Limited and all the customers, suppliers and contractors who have supported the efforts ofthe Company at every critical stage.

Your Directors also wish to place on record the dedicated services rendered by the employees ofthe Company at all levels.

By order ofthe Board

for and on behalf of the Board of Directors

Place : Chennai S. RAMALINGAM

Dated : 30th May 2013 Chairman

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Mar 31, 2012

The Directors have pleasure in submitting the 17th Annual Report of your Company together with the Audited Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS

The Audited Results for the year ended 31st March 2012 are given below:

S.No. DETAILS YEAR ENDED YEAR ENDED 31.03.2012 31.03.2011 (Rs.) (Rs.)

1 Contract receipts - -

2 Sales 41700 103158500

3.1 Income from operations 23720550 7841548

3.2 Other income 28823 64360

Total 23791073 111064408

4 Total expenditure 5946796 83929445

5 Interest & finance expenses 330 15049

6 Depreciation 330906 230997

7 Profit before tax 17513041 26888917

8 Provision for tax

- Current year (4699313) (5345478)

- Deferred Tax (Asset) 4588 26931

- Fringe Benefit Tax - -

9 Taxation adjustments of Previous Year - -

Prior year depreciation adj. 3050 90120

10 Profit after tax 12821366 21660490

11 Add: Surplus from previous year 168402737 146742247

12 Amount available for appropriations 181224103 168402737

13 Transfer to General Reserve Nil Nil

14 Proposed Dividend & Dividend Tax Nil Nil

181224103 168402737

DIVIDEND

In order to conserve resources for use for acquisition of land and for working capital, your Directors are not recommending any dividend for the year ended 31st March 2012 (previous year dividend paid is nil)

CORPORATE GOVERNANCE

Your Company is fully compliant with the requirements of Corporate Governance Code as prescribed under the revised Clause 49 of the Listing Agreement. A report on Corporate Governance is annexed and it forms part of this report.

DIRECTORS

The Directors Mr Mahendra K Maher, Mr John K John and Mr Nishank Sakariya will be retiring by rotation at the ensuing Annual General Meeting and they being eligible are offering themselves for reappointment.

AUDITORS

M/s Sanjay Bhandari & Co, Chartered Accountants, Chennai will be retiring at the ensuing Annual General Meeting and, being eligible, are offering themselves for reappointment.

CONSERVATION OF ENERGY, ETC

As the Company is basically a construction company, the Provisions of Sec. 217 (1) (e) of the Companies Act, 1956 so far as the information relating to conservation of energy and technology absorption is not applicable to the Company. The Company has not earned any revenue in foreign exchange and it has also not incurred any expenditure in foreign currency.

Your Company believes in adopting and implementing best practices relating to energy conservation at each of the building units which its constructs. The buildings are designed for ensuring optimum use of electrical power for cooling, heating and lighting of the interior and exteriors. Your Company is taking active steps to adopt the energy conservation measures prescribed under Energy Conservation Building Code (ECBC) issued by Bureau of Energy Efficiency (BEE).

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors' state that :

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

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

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the various Governmental authorities, the Company's Bankers Bank of Baroda, HDFC Bank Limited, Tamilnadu Mercantile Bank Limited and all the customers, suppliers and contractors who have supported the efforts of the Company at every critical stage.

Your Directors also wish to place on record the dedicated services rendered by the employees of the Company at all levels.

By order of the Board

for and on behalf of the Board of Directors

S RAMALINGAM

Chairman

Place : Chennai

Dated : 31st May 2012

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Mar 31, 2010

The Directors have pleasure in submitting the Fifteenth Annual Report of your Company together with the Audited Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

The Audited Results for the year ended 31 st March 2010 are given below:



Year ended Yearended S.No. Details 31.03.2010 31.03.2009 (Rs.) (Rs.)

1 Contract receipts — —

2 Sales 8,25,27,549 14,43,81,278

3.1 Income from operations 1,65,17,597 7,46,508

3.2 Other income — —

Total 9,90,45,146 14,51,27,786

4 Total expenditure 7,62,52,576 13,18,31,754

5 Interests finance expenses 2,23,171 7,96,241

6 Depreciation 2,20,937 2,65,298

7 Profit before tax 2,23,48,462 1,22,34,493

8 Provision for tax

-Current year (37,39,471) (13,89,031)

- Deferred Tax (Asset) 6,657 17,405

-Fringe Benefit Tax - (48,763)

9 Taxation adjustments of Previous Year (16,456) -

Excess provision reverted back - -

10 Profitaftertax 1,85,99,192 1,08,14,104

11 Add: Surplus from previous year 12,81,43,055 11,73,28,951

12 Amount available for appropriations 14,67,42,247 12,81,43,055

13 Transfer to General Reserve Nil Nil

14 Proposed Dividend & Dividend Tax Nil Nil

14,67,42,247 12,81,43,055



DIVIDEND

In order to conserve resources for use for acquisition of land and for working capital, your Directors are not recommending any dividend for the year ended 31 st March 2010 (previous year dividend paid is nil)

MANAGEMENT DISCUSSION AND ANAL YSIS

A. Industry Structure and Developments

Your Company is a building construction company. It purchases and develops large tracts of land into residential houses, complexes and flats. It also undertakes construction of commercial complexes on a selective basis. The operations of the Company are presently confined to localities in and around Chennai and its suburbs.

The building construction industry serves the requirements of residential houses and apartments by consumers in need of such apartments. Since it is a significant purchase, the prospect of the industry is dependent upon the general economic conditions prevalent at any point of time and availability disposable income of liquidity in the hands of the buyers.

The economic situation has started stabilizing even during the first half of the fiscal year 2009-10. The turbulent events affecting external economy did not have much impact on the domestic economy. The customers who have been postponing their home buying decisions have also returned back to the market and were able to take committed decision to purchase. All these developments had a positive impact on the business of your company.

B. Performance

Your Company reported a total income of Rs 990.45 lakhs during the year ended 31st March 2010 as against Rs 1451.28 lakhs during the previous year. The profit after tax wasRs 185.99 lakhs forthe year ended 31.3.2010 as against Rs 108.14 lakhs achieved during the previous year. The variation in the total income is due to the reason that the Company follows the completion method of accounting forthe contracts.

C. Segmenrwise Performance

Your Company undertakes construction projects at Chennai and its suburb. The activities of your Company falls under single segment namely Construction of Buildings (Residential & Commercial).

The various projects which the company has executed and which are still in progress is given herein below:

i. The Residential Project NPL Redmond Square at Sholinganallur have been completed and sold out during the year except for a few flats remaining in stock.

ii. The Company is owning lands at Kelambakkam and Sholinganallur for promoting residential / commercial projects. The Company has already obtained sanction for its project at Kelambakkam and it will be launched depending upon the market conditions. The Company has also obtained sanction for the one of the project at Sholinganallur which will be launched in due course. These projects are in the vicinity of the Chennai IT Corridor and they are expected to fetch good response from the buyers.

D. Concerns

Land availability within the city limits remains a cause for concern. Your Company has adopted the conscious policy of developing residential projects at suburbs close to the IT Corridor to the south of Chennai. Your Company was able to market the flats aided by positive sentiments.

The prices of essential raw materials like cement, steel, blue metal etc., are still ruling high.

The demand for flats is also dependent to a large extent on the interest rate applicable on housing loans. The interest rate was stable throughout the year. However, any volatility in the interest rates will have a direct impact on the demand forthe flats.

E. Outlook

In view of the large extent of unmet demand for residential units amongst the large section of working class population, the demand for residential units is bound to be always there. Your Company is conscious of this and it has devised plans to capitalize on the situation by constantly striving to balance its operations and costs so that it could offer its products at a competitive price affordable to the buyers.

F. Internal Control Systems

Your company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition.

G. Human resources and industrial relations

Your company has well qualified and experienced technical, financial and administrative staff to cater to its business requirements. The relations with the employees of the company remained cordial throughout the year.

None of the employees are in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company is fully compliant with the requirements of Corporate Governance Code as prescribed under the revised Clause 49 of the Listing Agreement. A report on Corporate Governance is annexed and it forms part of this report.

DIRECTORS

The Director Mr Nishank Sakariya was appointed as a Director on the Board of the Company u/s 255 of the Companies Act, 1956 liable for retirement by rotation by the shareholders at the 14th AGM held during the year in the place of the Director Mrs Meena Sakariya who retired at the 14th AGM and did not opt for re-election..

The Directors Mr Mahendra K Maher, Mr John K John and Mr R Subrahmanian will be retiring by rotation at the ensuing Annual General Meeting and they being eligible are offering themselves for reappointment.

AUDITORS

M/s Sanjay Bhandari & Co, Chartered Accountants, Chennai will be retiring at the ensuing Annual General Meeting and, being eligible, are offering themselves for reappointment.

CONSERVATION OF ENERGY, ETC

As the Company is basically a construction company, the Provisions ofSec. 217(1) (e) of the CompaniesAct, 1956 so far as the information relating to conservation of energy and technology absorption is not applicable to the Company. The Company has not earned any revenue in foreign exchange and it has also not incurred any expenditure in foreign currency.

Your Company believes in adopting and implementing best practices relating to energy conservation at each of the building units which its constructs. The buildings are designed for ensuring optimum use of electrical power for cooling, heating and lighting of the interior and exteriors. Your Company is taking active steps to adopt the energy conservation measures prescribed under Energy Conservation Building Code (ECBC) issued by Bureau of Energy Efficiency (BEE).

DIRECTORSRESPONSIBILITY STATEMENT

Your Directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

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

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the CompaniesAct, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the various Governmental authorities, the Companys Bankers Bank of Baroda, HDFC Bank Limited, Tamilnadu Mercantile Bank Limited and all the customers, suppliers and contractors who have supported the efforts of the Company at every critical stage.

Your Directors also wish to place on record the dedicated services rendered by the employees of the Company at all levels.



By order of the Board

for and on behalf of the Board of Directors



NARENDRA C. MAHER

Managing Director

Place : Chennai MAHENDRA K. MAHER

Dated : 28.05.2010 Director