Directors Report of Rainbow Foundations Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting their 21st Annual Report on the business and operations of the Company together with the Audited Statement of Accounts of Rainbow Foundations Limited ( the Company ) for the year ended March 31,2015.

1. FINANCIAL RESULTS (Rs. in Lakhs)

Standalone Particulars

31/03/2015 31/03/2014

Total Income 3231.21 1596.89

Profit/(loss) before Interest, Depreciation & Tax (EBITDA) 558.87 391.85

Finance Charges 458.21 260.29

Depreciation 3.79 6.34

Provision for Income Tax 31.43 41.44

Net Profit/(Loss) After Tax 61.48 83.87

Profit/(Loss) brought forward from previous year - -

Profit/(Loss) carried to Balance Sheet 61.48 83.87

2. FINANCIAL PERFORMANCE OF THE COMPANY

During the year under review, the Company s Profit before Interest, Depreciation & Tax increased to Rs. 558.87 Lakhs as compared to Rs. 391.85 Lakhs in the previous year. The Company earned a net profit of Rs. 61.48 Lakh in the Current Financial Year as against a net profit of Rs. 83.87 Lakh in the previous year. The increase in net profit is on account of increased revenue and marginal reduction of project expenditure. Your directors are expecting to provide a better performance in the forthcoming years.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

Our Company has not deviated its line of business activity nor has expanded the area of activities; therefore, there is no change in the nature of business for the year under review.

4. DIVIDEND

In order to conserve the resources of your Company, the Board of Directors of do not recommend any dividend for the financial year 2014-15.

5. TRANSFER TO RESERVES

The Company has not transferred any amount to reserves for the financial year 2014-15.

6. SHARE CAPITAL

The Board of Directors of the Company has not issued any shares during the year.

Present Capital structure of the Company is as follows.

As at March 31, 2015 As at March 31, 2015 Particulars

Number Amount Number Amount

Share Capital Authorised Capital

Equity shares of INR 10 each 1,20,00,000 120,000,000 1,20,00,000 120,000,000

Issued, Subscribed and fully paid up share capital

Equity snares of INR 10 each 55,13,100 55,131,000 55,13,100 55,131,000

7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has no subsidiaries, associate and joint ventures, therefore, disclosing the names of the respective entities does not arise.

8. MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY, OCCURRING AFTER BALANCE SHEET DATE

There are no material changes or commitments likely to affect the financial position of the Company which is having an impact on the functioning and working of the Company. The operations of the Company have been effectively being managed and the Management shall review the performance from time to time in order to monitor the business activities of the Company.

9. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees and investments under Section 1 86 of the Companies Act, 2013 during the year 2014-15.

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

During the year under review, the Company has not entered into any contracts or arrangements with its related parties.

11. DEPOSITS

The Company has not accepted any deposits either from the shareholders or public within the meaning of the Companies (Acceptance of Deposits) Rules, 2014. No amounts on account of principal or interest on deposits from public was outstanding as on 31st March, 2015.

12. STATUTORY AUDITORS

The Auditors of your Company, M/s. Jain Bafna & Co., Chartered Accountants, having Firm Registration Number 010657S, hold office until the conclusion of the Twenty first Annual General Meeting and, being eligible, offer themselves for re-appointment as the Auditors of your Company for the financial year 2015-16. The Company has received the consent from the Auditors for their appointment for the respective year.

The Auditor s report on the financial statements for the year 2014-15 does not contain any qualification, reservation or adverse remark.

13. COST AUDITORS.

Cost Audit is not applicable to the Company. The Central government has not specified maintenance of cost records for the Company under sub — section (1) of section 148 of the Companies act 2013. Therefore, there is no requirement for appointment of Cost Auditors.

14. SECRETARIAL AUDIT REPORT

Pursuant to provisions of Section 204 of the Companies act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/S. JM & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company for the financial year 2014" 15.The report of Secretarial Audit is annexed herewith in Form MR - 3 as annexure.

15. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies act, 2013, the Board of Director s to the best of their knowledge and ability, confirm that.

I. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures,

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

iii. Had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

iv. Had prepared the annual accounts on a going concern basis, and

v. Had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

16. COMPOSITION OF BOARD

The Composition of Board is governed by the applicable laws and regulations and Articles of Association of th e Co m pany.

The Board consists of persons of professional expertise and experience in technical, financial and operational segments who provide leadership and guidance to the management. The Present constitution of the Board of Directors of the Company consists of the following members.

No. of Director No. of Name of Director Category of -ships in Equity Director other bodies Shares held corporate

Mr. Anopchand Jain P/MD 1 1,76,883

Mr. Gajraj Jain P/JMD NIL 2,00,000

Mr. Mukesh Kumar M. Mehta I/NED NIL 631

Mr. PM.Mothiram I/NED NIL NIL

Mr. Sampatraj Singhvi I/NED NIL 27

Ms. Lakshmi Sreedhar I/NED NIL NIL



P Promoter MD Managing Director

ED Executive Director NED Non"Executive Director

I Independent - -

The Directorships held by the Directors as mentioned above do not include Alternate Directorships and Directorships held in Foreign Companies, Companies registered under Section 8 of the Companies Act, 2013 and Private Limited Companies.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

P ursuant to Section 149(10) of the Companies Act, 2013, read along with Rules framed thereunder, the Members had at the Annual General Meeting of the Company held on September 29, 2014, approved the change in designation of Mr. Mukesh Kumar Manilal Mehta, Mr. PM. Mothiram and Mr. Sampat Raj Singhvi as Independent Directors for a term of five years. All the Independent Directors have given declarations that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the rules made thereunder and they are independent of the management.

During the last Annual General Meeting held on September 29, 2014, Mr. Anopchand Jain was re-appointed as the Managing Director of the Company for a term of five years commencing from June 7, 2014 upto June 6, 2019.

Also, during the year under review Mr. Gajraj Jain has been re-appointed as the Joint Managing Director for a period of five years commencing from January 1, 2015 and is paid remuneration as per the terms of his employment.

Mr. Anopchand Jain retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-election. Brief particulars and expertise about him has been given in the annexure to the Notice of the Annual General Meeting in accordance with the requirements of listing agreement with the Stock Exchange.

In order to comply with Section 149 of the Companies Act, 2013, the Company had appointed Ms. Lakshmi Sreedhar as the Woman director of the Company vide Board Meeting dated March 23, 2015.

18. POLICY ON APPOINTMENT OF DIRECTORS AND CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Nomination and Remuneration committee is responsible for developing competency requirements for the Board and in this regard conducts a gap analysis to determine the Board composition on a periodic basis including each time a Director appointment or reappointment is required. The committee has framed a policy to determine th e qualifications, po sitive attri bute s and independence of a Director. The key feature s of th e policy are.

* Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

* Positive attributes — Apart from the duties of Directors as prescribed in the Companies act, 2013, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgement.

* Independence — A Director wwill be considered independent if he/she meet the criteria laid down in

Section 149(6) of the Companies act, 2013 and clause 49 of the listing agreement.

19. EVALUATION OF THE BOARD'S PERFORMANCE

In accordance with the provisions of the Companies Act, 2013 and Corporate Governance requirements as prescribed by SEBI under Clause 49of the Equity Listing Agreement, the Board along with the Nomination & Remuneration Committee have carried out an annual evaluation of its own performance and that of its committees and individual Directors.

The Independent Directors evaluated the performance of the individual Directors on the basis of various criteria included attendance & participation in Board Meeting, engagement with the management in decision making, understanding about the company s business and its affecting industries.

The criteria for performance evaluation of Board included the aspects such as composition of Board and its structure, roles and responsibilities under various provisions of the Companies Act, 2013 etc. The criteria for performance evaluation of Committees of the Board included the aspects like composition of Committees, effectiveness of Committee meetings etc.

20. COMMITTEES OF BOARD

During the financial year 2014 -15, the Board constituted some of its Committees, in accordance with the Companies Act, 2013. There are currently three Committees of the Board, as follows:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance .

21. BOARD MEETINGS

The Board of Directors met 8 (Eight) times during the year financial year 2014-15.

Details of the composition of the Board and its committees and of the meetings held, attendance of the Directors at such meetings and other relevant details are provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

During the year under review, the Board has accepted all recommendations of the Audit Committee.

22. VIGIL MECHANISM

The Company has adopted a Whistle blower policy establishing vigil mechanism, to provide a formal mechanism to the directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company s code of conduct or ethics policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. It has affirmed that no personnel of the Company has been denied access to the Audit Committee.

23. EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 ( the Act ) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in Form MGT 9 is enclosed as Annexure.

24. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

A) Conservation of energy, technology absorption

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review

B) F oreign Exchange Earnings and Outgo:

PARTICULARS 2015 (in inr) 2014 (in inr)

Earnings Nil Nil

Outgo Nil Nil

25. REVIEW OF RISK MANAGEMENT POLICY ADOPTED BY THE COMPANY

The Company in order to comply the provisions of the Companies Act, 2013 and provide an effective mechanism for implementing risk management system had adopted the policy on risk management for evaluating and monitoring various risks that could threaten the existence of the Company. The Company had not faced any major risks and no major deviations from the actuals as attained by the Company. The Audit committee has to review the policy periodically. The Board takes overall responsibility for the overall process of risk management in the organisation.

The Board shall take note of any future threats and shall report to the Company for formulating an effective mechanism and strategy.

26. MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNALS

There are no significant material orders passed by the Regulators or Courts or Tribunals which would have impact on the going concern status of the Company and its future operation.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has an adequate system of internal controls in place. it has documented policies and procedures covering all financial and operating functions. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorised use or losses, compliances with regulations. The Company has continued its efforts to align all its processes and controls with global best practices.

28. PREVENTION OF SEXUAL HARASSMENT

The Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is applicable to your Company.

Your Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 201 3 to prevent sexual harassment at work place. All employees (perma nent, contractual, te m porary, trainee s) are covere d under thi s policy.

During the year under review, the Company has not received any complaints from the employees with regard to Sexual Harassment.

29. REPORT ON CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors Report and the Certificate from the Practicing Company Secretary confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the listing agreement with the Bombay Stock Exchange is included in the Annual Report.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis of the financial conditions including the result of the operations of the company for the year under review as required under clause 49 of the Listing Agreement is given as a separate statement in the Annual Report.

31. REMUNERATION POLICY:

The Nomination and Remuneration Committee (NRC) has formulated a policy relating to the remuneration of the directors, key managerial personnel and other employees. The philosophy for remuneration is based on the commitment of fostering a culture of leadership with trust. The remuneration policy has been prepared pursuant to the provisions of Section 178(3) of the Companies act, 2013 and Clause 49 of the listing agreement. While formulating this policy, the committee has considered the factors laid down in Section 178(4) of the Companies Act, 2013, which are us under:

* That the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

* Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

* Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The key principles governing the remuneration policy are as follows:

* Market Competitiveness

* Role played by the individual

* Reflective of size of the company, complexity of the sector/industry/Company s operations and the Company s capacity to pay

* Consistent with recognised best practices and

* Aligned to any regulatory requirements.

In accordance with the policy, the Managing/Executive/KMPs/ employees are paid basic/fixed salary.

The non-executive Directors, including Independent directors are paid sitting fees for attending the meetings of the Board and committees of the Board.

The NRC is responsible for recommending the remuneration policy to the Board. The Board is responsible for approving and overseeing implementation of the remuneration policy.

The information required under Section 197 of the Companies act, 2013 read with rule 5(1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 has been attached as annexure.

32. COMMENTS ON QUALIFICATIONS MADE IN SECRETARIAL AUDIT REPORT

The Following qualifications were made in the secretarial audit report,

1. Non appointment of CFO

2. Non appointment of Internal Auditor

Board s reply,

1. The Co m pany is in process of recruiting right candid ate as CF O to adhere due co m pliance under the Act.

2. The Company is under process to appoint Internal Auditors to conduct internal audit of the functions and activities of the Company.

33. DETAILS OF EMPLOYEES DRAWING SALARY ABOVE PRESCRIBED LIMITS

There are no employees who are paid remuneration in excess of the limits specified under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration) Rules, 2014 as amended from time to time.

34. ACKNOWLEDGEMENTS

Your Director s wish to convey their appreciation to all of the Company s employees for their enormous personal efforts as well as their collective contribution to the Company s performance. The Director s would also like to thank the employees, shareholders, customers, dealers, suppliers, bankers, Government and all other business associates for the continuous support given by them to the Company and their confidence in its management.

FOR AND ON BEHALF OF THE BOARD

Sd/- Sd/- Managing Director Whole Time Director

Place . Chennai Date . 14.08.2015

---

Mar 31, 2014

Dear members,

The Directors are pleased to present their Twentieth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended on 31st March, 2014

1. FINANCIAL RESULTS

Amount Amount (Rupees in Lakhs) (Rupees in Lakhs)

PARTICULARS Year Ended Year Ended 31.03.2014 31.03.2013

Income from operation 1456.59 1401.31

Profit before Interest & 391.84 233.84 Depreciation

Interest 260.29 150.01

Depreciation 6.34 7.93

Profit before tax 125.21 75.89

Provision for Taxation 41.44 26.02

Net Profit (After tax) 83.87 50.21

2. PERFORMANCE REVIEW

The Company''s Profit before Interest & Depreciation increased to Rs. 125.21 Lakhs during the current financial year, as compared to Rs. 75.89 Lakhs in the previous year. The Company earned a net profit of Rs.83.87 Lakh in the Current Financial Year as against a net profit of Rs. 50.21 Lakh in the previous year. The increase in net profit is on account of increased revenue and marginal reduction of project expenditure. Your directors are expecting to provide a better performance in the forthcoming years.

3. DIVIDEND

In order to conserve the resources of your Company, the Board of Directors of your Company do not recommend any dividend for the financial year 2013-14.

4. DEPOSITS

During the financial year under review your Company has not accepted or invited any fixed deposit, in terms of section 58A of the Companies Act, 1956, from the public and is therefore not required to furnish information in respect of outstanding deposits under the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

5. INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery are adequately insured.

6. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year there were no foreign exchange earnings or outgo for the Company.

7. DIRECTOR

The Company was in receipt of written representations from the Directors of the Company that they were not disqualified pursuant to Section 164 of the Companies Act, 2013.

Mr. G.R Jain (holding DIN 01182117), Director retire by rotation and being eligible, offers himself for reappointment. Mr. P.M. Mothiram (DIN 00232291) , Mr. Sampatraj Singhvi (holding DIN 01786782) and Mr. Mukesh Kumar M.Mehta (holding DIN 01165166) shall retire at the ensuring Annual General meeting and being eligible offer themselves for re-appointment for a further term of five years in order to comply with the provisions of sec.149 of the Companies Act 2013. Members are requested to re-appoint the retiring Directors.

A brief resume, expertise, shareholding in your Company and details of other directorship of Mr. G.R Jain, Mr. P.M Mothiram, Mr. Sampat Raj Singhvi and Mr. Mukesh M. Mehta forms part of the Notes to the Notice of Annual General Meeting.

8. AUDITORS & AUDITOR''S REPORT

M/s. Jain Bafna and Co., Chartered Accountants Chennai, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made, would be in accordance with the limits specified under Section 141(3)(g) of the Companies Act, 2013. The Audit Committee of the Board recommended their re-appointment for the year 2014-2015. The necessary resolution is being placed before the Shareholders for their approval.

The Board has duly examined the Auditors Report and the clarifications, wherever necessary have been included in the notes to accounts. Further there are no qualifications as such, reported in the Auditors Report. The Company has adopted adequate checks and internal controls as a part of their internal audit system. Each project, its developmental activities and expenditure are under the direct supervision of Managing or Joint Managing Director(s) of the Company. The statutory auditors are in practice to verify all the records and transactions of the Company.

The Notes to Accounts referred to in the Auditors Report are self- explanatory and, therefore, do not call for any further explanation.

9. LISTING:

The equity shares of the Company are listed with Bombay Stock Exchange Limited (BSE), Mumbai and Madras Stock Exchange Limited (MSE), Chennai. The listing fees payable to both the exchanges for the financial year have been paid.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

The Director''s Responsibility Statement, setting out compliance with the accounting and financial reporting requirements specified under Section 217(2AA) of the Companies Act, 1956, in respect of the financial statements, is furnished below and on behalf of the Board of Directors, it is hereby confirmed that:

a. In the preparation of the Annual Accounts, the applicable Accounting Standards has been followed along with proper explanation relating to material departures;

b. They have selected such accounting policies in consultation with the Auditors and have applied them consistently and made judgments, estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a going concern basis.

11. MANAGEMENT DISCUSSION AND ANALYSIS:

The management discussion and analysis of financial condition including the operations of the company for the Financial Year under review as required under clause 49 of the listing agreement with the stock exchange, is given as a separate statement in the Annual Report.

12. CORPORATE GOVERNANCE:

Your directors are happy to report that your Company is complying with the Code of Corporate Governance introduced by SEBI as incorporated in Clause 49 of the Listing Agreement with the Stock Exchange. A detailed report on Corporate Governance together with a certificate from the Statutory Auditors in compliance of Clause 49 of the Listing Agreement is attached which forms part of the Directors'' Report.

13. CODE OF CONDUCT

Particulars of Employees pursuant to Section 217(2A) of the Companies Act, 1956 are not applicable since none of the employees of the Company are in receipt of remuneration in excess of the limits specified therein during the Current Financial Year under review.

14. PERSONNEL:

Particulars of Employees pursuant to Section 217(2A) of the Companies Act, 1956 are not applicable since none of the employees of the Company are in receipt of remuneration in excess of the limits specified therein during the Current Financial Year under review.

15. INFORMATION AS PER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

The Company does not carry on any manufacturing activity and accordingly the provision to furnish information as per Section 217 (1)(e) of the Companies Act, 1956 relating to Conservation of Energy, Research and Development and Technology Absorption is not applicable.

16. ACKNOWLEDGEMENTS:

The Directors would like to place on record their sincere appreciation to the Company''s Shareholders, Customers, Business Partners, Vendors, Bankers, Financial Institutions and Academic Institutions for their continued support to the Company during the year. The Directors also wish to place on record their appreciation for the contribution made by employees at all levels for sustaining the organizational growth especially during the challenging times.

We thank the Government of India, state governments and other government agencies for their assistance and cooperation and look forward to their continued support in future. Finally, the Board expresses its gratitude to the members for their continued trust, cooperation and support.

For and on behalf of the Board of Directors

A.C. JAIN G.R.JAIN Place: Chennai-17 Managing Director Joint Managing Director Date: 14th August, 2014 DIN : 02215110 DIN : 01182117

---

Mar 31, 2013

To the Members,

The Directors are pleased to present their Nineteenth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended on 31st March, 2013.

1. FINANCIAL RESULTS

Amount Amount Rupees in Lakhs) PARTICULARS Year Ended Year Ended 31.03.2013 31.03.2012

Income from operation 1401.31 1319.40

Profit before Interest & Depreciation 233.84 223*0 Interest 150.01 163.16

Depreciation 7.94 1033

Profit before tax 75.89 5032

Provision for Taxation 26.02 17.66

Net Profit (After tax) 50.21 3438

2. PERFORMANCE REVIEW

The Company''s Profit before Interest & Depreciation increased to Rs.233.84 Lakhs during the current financial year, as compared to Rs.223.80 Lakhs in the previous year. The Company earned a net profit of Rs.50.21 Lakh in the Current Financial Year as against a net profit of Rs.34.68 Lakh in the previous year. The increase in net profit is on account of increased revenue and marginal reduction of project expenditure. Your directors are expecting to provide a better performance in the forthcoming years.

3. DIVIDEND

In order to conserve the resources of your Company, the Board of Directors of your Company do not recommend any dividend for the financial year 2012-13.

4. DEPOSITS

During the financial year under review your Company has not accepted or invited any fixed deposit, in terms of section 58A of the Companies Act, 1956, from the public and is therefore not required to furnish information in respect of outstanding deposits under the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

5. INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery are adequately insured.

6. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year there were no foreign exchange earnings or outgo for the Company.

7. DIRECTOR

The Company was in receipt of written representations from the Directors of the Company that they were not disqualified pursuant to section 274 (1) (g) of the Companies Act, 1956.

M r. Sampatraj Singhvi, Director retires by rotation and being eligible, offers himself for reappointment. Members are requested to re-appoint the retiring Director.

A brief resume, expertise, shareholding in your Company and details of other directorship of M r. Sampatraj Singhvi is given in the Corporate Governance report.

8. AUDITORS & AUDITOR''S REPORT

M/s. Jain Bafna and Co., Chartered Accountants Chennai, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in accordance with the limits specified under Section 224(1B) of the Companies Act, 1956. The Audit Committee of the Board recommended their re-appointment for the year 2013-2014. The necessary resolution is being placed before the Shareholders for their approval.

The Board has duly examined the Auditors Report and the clarifications, wherever necessary have been included in the notes to accounts. Further there are no qualifications as such, reported in the Auditors Report. The Company has adopted adequate checks and internal controls as a part of their internal audit system. Each project, its developmental activities and expenditure are under the direct supervision of Managing or Joint Managing Director(s) of the Company. The statutory auditors are in practice to verify all the records and transactions of the Company.

The Notes to Accounts referred to in the Auditors Report are self- explanatory and, therefore, do not call for any further explanation.

9. LISTING:

The equity shares of the Company are listed with Bombay Stock Exchange Limited (BSE), Mumbai and Madras Stock Exchange Limited (MSE), Chennai. The listing fees payable to both the exchanges for the financial year have been paid.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

The Director''s Responsibility Statement, setting out compliance with the accounting and financial reporting requirements specified under Section 217(2AA) of the Companies Act, 1956, in respect of the financial statements, is furnished below and on behalf of the Board of Directors, it is hereby confirmed that:

a. In the preparation of the Annual Accounts, the applicable Accounting Standards has been followed along with proper explanation relating to material departures;

b. They have selected such accounting policies in consultation with the Auditors and have applied them consistently and made judgments, estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a going concern basis.

11. MANAGEMENT DISCUSSION AND ANALYSIS:

The management discussion and analysis of financial condition including the operations of the company for the Financial Year under review as required under clause 49 of the listing agreement with the stock exchange, is given as a separate statement in the Annual Report.

12. CORPORATE GOVERNANCE:

Your directors are happy to report that your Company is complying with the Code of Corporate Governance introduced by SEBI as incorporated in Clause 49 of the Listing Agreement with the Stock Exchange. A detailed report on Corporate Governance together with a certificate from the Statutory Auditors in compliance of Clause 49 of the Listing Agreement is attached which forms part of the Directors'' Report.

13. CODE OF CONDUCT

Pursuant to Clause 49 of the Listing Agreement, the declaration signed by the Joint Managing Director affirming compliance of the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2012-13 is annexed and forms part of the Directors'' and Corporate Governance Report.

14. PERSONNEL:

Particulars of Employees pursuant to Section 217(2A) of the Companies Act, 1956 are not applicable since none of the employees of the Company are in receipt of remuneration in excess of the limits specified therein during the Current Financial Year under review.

15. INFORMATION AS PER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

The Company does not carry on any manufacturing activity and accordingly the provision to furnish information as per Section 217 (1)(e) of the Companies Act, 1956 relating to Conservation of Energy, Research and Development and Technology Absorption is not applicable.

16. ACKNOWLEDGMENTS:

The Directors would like to place on record their sincere appreciation to the Company''s Shareholders, Customers, Business Partners, Vendors, Bankers and Financial Institutions for their continued support to the Company during the year. The Directors also wish to place on record their appreciation for the contribution made by employees at all levels for sustaining the organizational growth especially during the challenging times.

We thank the Government of India, state governments and other government agencies for their assistance and cooperation and look forward to their continued support in future. Finally, the Board expresses its gratitude to the members for their continued trust, cooperation and support.

For and on behalf of the Board of Directors

A.C. JAIN G.R.JAIN

Managing Director Joint Managing Director

Place: Chennai-17

Date: 29th August 2013

---

Mar 31, 2011

To the Members,

The Directors are pleased to present their Seventeenth Annual Report on the business and operations of the Company and the statements of account for the year ended 31st March, 2011.

FINANCIAL RESULTS:

The financial results of the Company for the year ended March 31, 2011 are presented below:

(Rupees in Lakhs)

Year Ende Year Ended 31.03.2011 31.03.2011

Net Sales 799.87 860.01

Other Income 1.23 6.86

Gross Profit before Interest 260.30 135.74 & Depreciation

Interest 121.53 64.66

Depreciation 9.91 6.48

Proft before tax 65.52 14.58

Provision for Taxation 24.04 3.85

Net Profit (After tax) 46.44 7.81

DIVIDEND

The real estate business is known to be of highly capital intensive and long gestation period. We believe that there are tremendous growth opportunities and your Company would like to capitalize on these by continuing to invest, which we believe will further enhance the shareholder's value. Hence your directors regret their inability to recommend any dividend on Equity shares.

DEPOSITS

Your Company has not accepted or invited any fixed deposits in terms of section 58A of the Companies Act,1956, from the public and is therefore not required to furnish information in respect of outstanding deposits under the Non-Banking Non-Financial Companies (Reserve Bank) Directions, 1996 and Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

The Company was in receipt of written representations from the Directors of the Company that they were not disqualifed pursuant to section 274 (1) (g) of the Companies Act 1956.

Mr. G.R. Jain and Mr. P.M. Mothiram, Directors retire by rotation and, being eligible, offer themselves for reappointment. Members are requested to re-appoint the retiring Directors.

A brief resume, expertise, shareholding in your Company and details of other directorships of Mr. G.R. Jain and Mr. P.M. Mothiram are given in the Corporate Governance report.

SHARE CAPITAL

Your Company has increased its authorised share capital from Rs. 70,000,000/- (Rupees Seven Crore Only) divided into 7,000,000 (Seventy Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 120,000,000/- (Rupees Twelve Crore Only) divided into 12,000,000 (One Crore and Twenty Lakhs) equity shares of Rs 10/- (Rupees Ten only) each by further creation of 50,00,000 (Fifty Lakhs Only) equity shares of Rs.10/- (Rupees Ten only) with the consent of the shareholders vide Extra- Ordinary General Meeting dated 20th of January 2011 and complied with the provisions thereto.

Further the Company has got the approval from its shareholders, vide Extra- Ordinary General Meeting dated 20th of January 2011, for further issue of shares from the unissued part of the increased authorized capital of the company on right basis for an aggregate amount of Rs. 55,131,000 (Rupees Five Crores Fifty one lakh thirty One thousand only) and the said Rights Equity Shares rank pari passu in all respects with the existing Equity Shares issued by the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

The Director's Responsibility Statement, setting out compliance with the accounting and financial reporting requirements specified under Section 217(2AA) of the Companies Act, 1956, in respect of the financial statements, is furnished below and on behalf of the Board of Directors, it is hereby confirmed that:

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

b) they have, in selection of the accounting policies, consulted the 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 at the end of the financial year and of the profit of the Company for that period;

c) they have taken proper and suffcient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis.

AUDITORS & AUDITORS' REPORT

M/s. Jain Bafna and Co., Chartered Accountants Chennai, retires and is eligible for re-appointment. The Company has received a certifcate from the Auditors to the effect that their re-appointment, if made, would be in accordance with the limits specified under Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment.

The Board has duly examined the Auditors Report and the clarifcations, wherever necessary have been included in the notes to accounts. Further no qualifications are reported in the Auditors Report. The Company has adopted adequate checks and internal controls as a part of internal audit system as a part of business. Each project, its developmental activities and expenditure are under the direct supervision of Managing or Joint Managing Director(s) of the Company. The statutory auditors are in practice to verify all the records and transactions of the Company.

The Notes on Accounts referred to in the Auditors Report are self- explanatory and, therefore, do not call for any further explanation.

INFORMATION AS PER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

The Company does not carry on any manufacturing activity and accordingly the provision to furnish information as per Section 217 (1)(e) of the Companies Act, 1956 relating to Conservation of Energy, Research and Development and Technology Absorption is not applicable. During the year there were no foreign Exchange earnings or outgo for the Company.

LISTING:

The equity shares of the Company are listed with the Bombay Stock Exchange Limited (BSE) Mumbai and the Madras Stock Exchange Limited (MSE) Chennai. The listing fees payable to both the exchanges for the fnancial year have been paid.

MANAGEMENT DISCUSSION AND ANALYSIS

The management discussion and analysis of financial condition including the result of the operations of the company for the year under review as required under Clause 49 of the Listing Agreement with the stock exchange, is given as a separate statement in the Annual Report.

CORPORATE GOVERNANCE

To comply with the conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Statement, Report on Corporate Governance and a Certificate from the Practising Company Secretary are included in the Annual Report.

CODE OF CONDUCT

Pursuant to Clause 49 of the Listing Agreement, a declaration signed by the Joint Managing Director affirming compliance of the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2010-11 is annexed and forms part of the Directors' and Corporate Governance Report.

PERSONNEL

Particulars of Employees pursuant to Section 217(2A) of the Companies Act, 1956 are not applicable since none of the employees of the Company is in receipt of remuneration in excess of the limits specified therein during the year under review.

ACKNOWLEDGEMENTS

The Directors would like to place on record their sincere appreciation to the Company's Shareholders, Customers, Business Partners, Vendors, both international and domestic, Bankers, Financial Institutions and Academic Institutions for their continued support to the Company during the year. The Directors also wish to place on record their appreciation for the contribution made by employees at all levels for sustaining the organizational growth especially during the challenging times.

We thank the Government of India, State Governments and other Government agencies for their assistance and cooperation and look forward to their continued support in future. Finally, the Board expresses its gratitude to the members for their continued trust, cooperation and support.

For and on behalf of the Board of Directors

Place : Chennai Date : 5th September 2011

A.C. JAIN G.R.JAIN anaging Director Joint Managing Director

---

Mar 31, 2010

The Directors are pleased to present the 16th Annual Report covering the operating and fnancial performance of your Company for the year ended 31st March 2010.

FINANCIAL RESULTS:

The fnancial results of the Company for the year ended March 31, 2010 are presented below:

(Rupees in Lakhs)

Year Ended 31.03.2010 Year Ended 31.03.2009

Net Sales 860.01 817.98

Other Income 6.86 20.15

Gross Proft before Interest & Depreciation 135.74 189.14

Interest 64.66 76.77

Depreciation 6.48 4.70

Proft before tax 14.58 60.03

Provision for Taxation 3.85 20.22

Net Proft (After tax) 7.81 39.81

OVERALL REVIEW

After the unprecedented and dramatic changes in the macro economic environment during the last fnancial year, there has been signifcant improvement in the economic situation and general outlook especially during the later part of the fnancial year under review.

We have successfully overcome the challenges of the economic downturn through a series of measures like further capital infusion, monetization of land parcels, product innovation, aggressive marketing strategy and ensuring better control over costs.

We have shown great strength and resilience in the last 2 years of extremely challenging business environment. On the basis of learning from the last couple of years and also based on our eagerness to get equipped for the potential growth phase in future. During the year 2009-10 your company has made a net proft of Rs.14.58 Lakhs.

DIVIDEND

The real estate business is known to be of highly capital intensive and long gestation period. We believe that there are tremendous growth opportunities and your Company would like to capitalize on these by continuing to invest, which we believe will further enhance the shareholders value. Hence your directors regret their inability to recommend any dividend on Equity shares.

DIRECTORS

There are fve directors on the Board of directors your company. The Company was in receipt of written representations from the Directors of the Company that they were not disqualifed pursuant sec 274 (1) (g) of the Companies Act 1956.

Mr. G.R. Jain has been re-appointed for a further period of fve years w.e.f 01st January 2010. Considering his experience in the feld of real estate and construction, members are requested to re-appoint him for further period of fve years.

Mr. Sampat Raj Singhvi Director retires by rotation and, being eligible, offers himself for reappointment.

Members are requested to re-appoint the retiring Director.

A brief resume, expertise, shareholding in your Company and details of other directorships of Mr. G.R. Jain and Mr. Sampat Raj Singhvi are given in the Corporate Governance report.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, the Directors to the best of their knowledge and belief confrm that:

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

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year and of the proft of the Company for that period

c) they have taken proper and suffcient 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.

d) they have prepared the annual accounts on a going concern basis.

FIXED DEPOSIT

Your Company has not accepted or invited any fxed deposit from the public and is therefore not required to furnish information in respect of outstanding deposits under the Non-Banking Non-Financial Companies (Reserve Bank) Directions, 1996 and Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS & AUDITORS REPORT

M/s. Jain Bafna and Co., Chartered Accountants Chennai, retire and are eligible for re-appointment as auditors. The Company has received a certifcate from the Auditors to the effect that their reappointment, if made, would be in accordance with the limits specifed under Section 224(1 B) of the Companies Act, 1956. The Board recommends their re-appointment.

The Board has duly examined the Auditors Report to accounts and the clarifcations, wherever necessary, have been included in the notes to accounts. Further no qualifcations reported in the Auditors Report. The Company has adopted adequate checks and internal controls as a part of internal audit system as a part of business. Each of the project, its developmental activities and expenditure are under the direct supervision of Managing or Joint Managing Director(s) of the Company. The statutory auditors are in practice to verify all the records and transactions of the Company.

The Notes to the Accounts referred to in the Auditors Report are self- explanatory and, therefore, do not call for any further explanation.

INFORMATION AS PER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956:

The Company does not carry on any manufacturing activity and accordingly the provision to furnish information as per Section 217 (1)(e) of the Companies Act, 1956 relating to Conservation of Energy, Research and Development and Technology Absorption is not applicable. During the year there were no foreign Exchange earnings or outgo for the Company.

LISTING:

The equity shares of the Company listed with the Bombay Stock Exchange Limited (BSE) Mumbai and the Madras Stock Exchange Ltd, (MSE) Chennai. The listing fees payable to both the exchanges for the fnancial year have been paid.

MANAGEMENT DISCUSSION AND ANALYSIS:

The management discussion and analysis of fnancial condition including the result operations of the company for the year under review as required under clause 49 of the listing agreement with the stock exchange, is given as a separate statement in the Annual Report.

CORPORATE GOVERNANCE:

Corporate Governance Report Pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Certifcate from the Practising Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Agreement is also attached to this report.

PERSONNEL:

Particulars of Employees pursuant to Section 217(2A) of the Companies Act, 1956 are not applicable since none of the employees of the Company is in receipt of remuneration in excess of the limits specifed therein during the year under review.

ACKNOWLEDGEMENTS:

Your Directors wish to express their gratitude for the continuous assistance and support received from the shareholders, investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their appreciation for the contributions made by employees at various levels, to the growth and success of the Company.

By order of the Board

Place : Chennai A.C. JAIN G.R.JAIN

Date : 4th September 2010 Managing Director Joint Managing Director