Directors Report of Shah Construction Company Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULT:

2013-2014 2012-2013 (Rupees in Lacs) (Rupees in Lacs)

Total Income 125.33 128.60

Profit/Loss Before Depreciation and Tax 5.84 (20.49)

Less: Depreciation 10.51 6.54

Profit/(Loss) Before Taxes (4.67) (27.03)

Less : Provision for Tax Nil Nil

Profit/(Loss) After Taxes (4.67) (27.03)

Profit/(Loss) Brought Forward from Previous Year (4842.07) (4815.03)

Net profit/(Loss) carried to Balance Sheet (4846.74) (4842.07)

REVIEW OF OPERATIONS:

During the year under review, the Company has incurred a loss of Rs. 4,67,098/- against last year Loss of Rs. 27,03,522/-.

DIVIDEND:

In view of the loss your Directors are unable to recommend any dividend for the year under review.

DEPOSITS:

The Company has not accepted any deposit from Public.

DIRECTORATE:

Mr. Dinesh Poddar (00158597) and Mr. Sachinkumar Adalja (02096678) are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

ALTERATION IN ARTICLES OF ASSOCIATION OF THE COMPANY:

The special resolution for altering the Articles of Association of the Company substituting the new Articles of Association in place of the existing Articles of Association based on Table ''F'' of the Companies Act, 2013, which sets out the model Articles of Association for a Company limited by shares, is proposed for the approval of the members at the ensuing Annual General Meeting.

DISCLOSURES OF PARTICULARS WITH RESPECT TO CONSERVATION ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGES EARNINGS AND OUTGO:

Particulars regarding conservation of energy, technology absorption as required pursuant to Section 217 (1) (e) of the Companies Act, 1956, as amended are not given since the said section is not applicable to the Company.

Foreign exchange earnings. Rs. Nil

Foreign exchange outgo. Rs. Nil

PARTICULARS OF EMPLOYEES:

The company did not employ anybody drawing remuneration of Rs. 60,00,000/- or more per annum or Rs. 5,00,000/- or more per month and hence the question of providing information under section 217(2A) of the companies Act, 1956 does not arise.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provision of Sub-Section (2AA) of Section 217 of the companies Act, 1956 your directors confirm:

1. That in the preparation of the Annual Accounts for year ended on 31st March, 2014, the applicable accounting standards had been followed with no departures there from;

2. That 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 ended on 31st March, 2014 and of the loss of the Company for that period;

3. That the Directors 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;

4. That the Directors had prepared the annual accounts for the year ended on 31st March, 2014 on a going concern basis.

AUDITORS'' REPORT:

The observations made in the Auditors report, read together with the relevant notes thereon are self- explanatory and hence, do not call for any comments under section 217 of the Companies Act,1956.

AUDITORS:

M/s. N. B. Purohit & Co, Chartered Accountants the present Auditors of the Company have furnished a certificate regarding their eligibility for re- appointment. You are requested to appoint auditors of the company and fix their remuneration.

ACKNOWLEDGEMENT:

Your directors would like to express their sincere appreciation of the co-operation and assistance received from the Shareholders, Banks, regulatory bodies and other business constituents during the year under review.

Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all employees.

For and on behalf of the Board

MR. MEHUL JADAVJI SHAH MR. DINESHKUMAR K. PODDAR DIN - 00933528 DINS - 00158597

Place: Mumbai Date: 30th May, 2014

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Mar 31, 2013

The Members,

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

FINANCIAL RESULT:

2012-2013 2011-2012 (Rupees in Lacs) (Rupees in Lacs)

Total Income 128.60 105.55

Profit / (Loss) Before (20.49) (181.81)

Depreciation and Tax

Less: Depreciation 6.54 7.29

Profit /(Loss) Before Taxes (27.03) (189.10)

Profit/(Loss) Brought Forward (4815.03) (4625.92)

from Previous Year

Net profit / (Loss) carried to (4842.06) (4815.03)

Balance Sheet



DIVIDEND:

In view of the loss your Directors are unable to recommend any dividend for the year under review.

DEPOSITS:

The Company has not accepted any deposit from Public. Therefore provision of section 58(A) of Companies Act,1956 are not applicable to the Company.

DIRECTORATE:

Mr. Keshardeo Sawarmal Poddar and Mr. Sanjay Damji Shah retire by rotation and being eligible offer themselves for re-appointment.

DISCLOSURES OF PARTICULARS WITH RESPECT TO CONSERVATION ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGES EARNINGS AND OUTGO :

Particulars regarding conservation of energy, technology absorption as required pursuant to section 217 (1) (e) of the Companies Act, 1956, as amended are not given since the said section is not applicable to the Company.

Foreign exchange earnings. Rs. Nil,

Foreign exchange outgo. Rs. Nil

PARTICULARS OF EMPLOYEES:

The company did not employ anybody drawing remuneration of Rs. 60,00,000/- or more per annum or Rs.5,00,000/- or more per month and hence the question of providing information under section 217(2A) Of the companies Act, 1956 does not arise.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provision of Sub-Section (2AA) of section 217 of the companies Act, 1956 your directors confirm:

I. That in the preparation of the annual accounts for year ended on31st March, 2013, the applicable accounting standards had been followed with no departures therefrom;

II. That 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 ended on 31st March, 2013 and of the loss of the Company for that period;

III. That the Directors 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. That the Directors had prepared the annual accounts for the year ended on 31st March, 2013 on a going concern basis.

AUDITORS'' REPORT:

The observations made in the Auditors report, read together with the relevant notes thereon are self- explanatory and hence, do not call for any comments under section 217 of the Companies Act,1956.

AUDITORS:

M/S. N. B. Purohit & Co, Chartered Accountants the present Auditors of the Company have furnished a certificate regarding their eligibility for re- appointment. You are requested to appoint auditors of the company and fix their remuneration.

ACKNOWLEDGEMENT:

The Board wishes to thanks the Employees, Business partners, Bankers, Clients and shareholders, for their continued support and for faith they have respond in the Company.



For and on behalf of the Board

Place: Mumbai

Date: 30th May, 2013 Chairman

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Mar 31, 2012

The Members'

The Directors have pleasure in presenting their Annual Report together with the Audited Accounts of the Company for the year ended 31st March' 2012.

FINANCIAL RESULT: 2011-2012 2010-2011 Rupees in Lacs Rupees in Lacs

Total Income 105.55 55.80

Less; Expenditure (104.69) 77.30

(Excluding Depreciation'

Interest and Taxes

Loss Before Depreciation 0.86 (21.50)

and Taxes

Less: Depreciation and (189.97) 431.90

Interest

(Loss)/Profit Before Taxes (189.10) (453.40)

Net Loss for the Year (189.10) (453.40)

DIVIDEND:

In view of the loss your Directors are unable to recommend any dividend for the year under review.

DEPOSITS:

The Company has not accepted any deposit from Public. Therefore provision of section 58(A) of Companies Act'1956 are not applicable to the Company.

DIRECTORATE:

Mr. Keshardeo Sawarmal Poddar and Mr. Sanjay Damji Shah retire by rotation and being eligible offer them selves for re-appointment

DISCLOSURES OF PARTICULARS WITH RESPECT TO CONSERVATION ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGES EARNINGS AND OUTGO. :

Particulars regarding conservation of energy' technology absorption as required pursuant to section 217 (1) (e) of the Companies Act' 1956' as amended are not given since the said section is not applicable to the Company.

Foreign exchange earnings. Rs. Nil' Foreign exchange outgo. Rs. Nil

PARTICULARS OF EMPLOYEES:

The company did not employ anybody drawing remuneration of Rs. 60'00'000/- or more per annum or Rs.5'00'000/-or more per month and hence the question of providing information under section 217(2A) Of the companies Act' 1956 does not arise.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provision of Sub-Section (2AA) of section 217 of the companies Act' 1956 your directors confirm:

I. That in the preparation of the annual accounts for year ended on 31st March' 2012' the applicable accounting standards had been followed with no departures therefrom;

II. That 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 ended on 31st March'2012 and of the loss of the Company for that period;

III. That the Directors 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. That the Directors had prepared the annual accounts for the year ended on 31st March' 2012 on a going concern basis.

AUDITORS:

M/S. N. B. Purohit & Co' Chartered Accountants the present Auditors of the Company have furnished a certificate regarding their eligibility for re- appointment. You are requested to appoint auditors of the company and fix their remuneration.

ACKNOWLEDGEMENT:

The Board wishes to thanks the Employees' Business partners' Bankers' Clients and shareholders' for their continued support and for faith they have respond in the Company.

For and on behalf of the Board

(Mehul J. Shah)

Chairman

Place: Mumbai

Dated: 31st August' 2012

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Mar 31, 2010

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

FINANCIAL RESULT:

Particulars 1st April 2009 to 1st April 2008 to 31st March 2010 31st March 2009

Total Income 63,16,430 60,28,181

Less; Expenditure (Excluding 72,10,433 62,66,141 Depreciation, Interest and Taxes

Earning Before Depreciation and (8,94,003) (2,37,960) Taxes

Less: Depreciation and Interest 3,83,58,864 3,43,34,649

(Loss)/Profit Before Taxes 3,92,52,867 (3,45,72,609)

Fringe Benefits Tax 00 80,000

Net Loss for the Year 3,92,52,867 (3,46,52,609)



DIRECTORATE:

Mr. Keshardeo Poddar and Mr. Sanjay D Shah retire by rotation and being eligible offer them selves for re- appointment. Mr. Mehul J Shah has been appointed as Managing Director of the Company with effect from 15th January,2010 without remuneration. The necessary resolution for the appointment as the Managing director has been proposed for the approval of members at the ensuing annual general meeting.

Mr Jadavji L Shah resigned as director of the Company effective 15 January,2010. The Directors have placed on record the appreciation of the services rendered by him during his association with the Company.

DISCLOSURES OF PARTICULARS WITH RESPECT TO CONSERVATION ENERGY.TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGES EARNINGS AND OUTGO. :

Particulars regarding conservation of energy, technology absorption as required pursuant to section 21 7 (1) (e) of the Companies Act, 1956, as amended are not given since the said section is not applicable to the Company.

Foreign exchange earnings. Rs. Nil

Foreign exchange outgo. Rs. Nil

PARTICULARS OF EMPLOYEES:

The company did not employ anybody drawing remuneration of Rs. 24,00,000/- or more per annum or Rs.2,00,000/-or more per month and hence the question of providing information under section 217(2A) Of the companies Act, 1956 does not arise.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provision of Sub-Section (2AA) of section 21 7 of the companies Act, 1 956 your directors confirm:

I. That in the preparation of the annual accounts for year ended on 31st March, 2010, the applicable accounting standards had been followed with no departures therefrom;

II That 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 ended on 31" March,2010 and of the loss of the Company for that period;

III. That the Directors 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. That the Directors had prepared the annual accounts for the year ended on 31st March, 2010 on a going concern basis.

COMPLIANCE CERTIFICATE:

A compliance certificate from Mrs. Kala Agarwal, Practicing Company Secretaries, that the company has complied with all the provisions of the Companies Act, 1956, pursuant to section 383A of the Companies Act, 1956 as amended is attached herewith and forms part of this report

AUDITORS:

M/S. N. B. Purohit & Co, Chartered Accountants the present Auditors of the Company have furnished a certificate regarding their eligibility for re-appointment. You are requested to appoint auditors of the company and fix their remuneration.

ACKNOWLEDGEMENT:

The Board wishes to thanks the Employees, Business partners, Bankers, Clients and shareholders, for their continued support and for faith they have respond in the Company.

For and on behalf of the Board

(Mehul J. Shah)

Chairman Place: Mumbai

Date: 02/12/2010