Directors Report of Thirani Projects Ltd.

Mar 31, 2014

The Members,

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

1. FINANCIAL RESULTS:

(Fig, in Rs.)

CURRENT PREVIOUS YEAR YEAR

PROFIT/(LOSS) BEFORE TAXATION (250074) 1748877

PROVISION FOR TAXES

Current tax 0.00 (353340)

MAT Tax Credit Receivable 14153 323542

Deferred Tax (135919) (1203561)

PROFIT/(LOSS) AFTER TAX (371840) 515518

2. FUTURE PERFORMANCE:

In the year under review, the Company has made a loss of Rs. 250074/- before tax. Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

3. DIVIDEND:

In view of Inadequate Profit, Your Directors do not recommend any dividend for the year.

4. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Board of Directors of the Company has, by resolution, given consent for not attaching the Balance Sheet, Statement of Profit and Loss and other documents of its subsidiaries in the Annual Report of the Company for the financial year ended 31st March, 2014. However, the Consolidated Financial Statements of the subsidiaries (prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India), form part of the Annual Report and are reflected in the Consolidated Accounts of the Company. In addition, the financial data of the subsidiaries have been furnished under section 212 of companies Act, 1956 as a note to the Consolidated Financial Statements and forms part of this Annual Report.

The annual accounts of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the head offices of the respective subsidiary companies and will be available to investors seeking information at any time.

5. AUDITORS:

The retiring Auditors MAROTI & ASSOCIATES, Chartered Accountants, Kolkata hold office till the conclusion of the Annual General Meeting and is eligible for reappointment.

6. DIRECTORS:

Your Director wish to place on record their kind appreciation of valuable guidance, support, advice and services rendered by Mr. Jitendra Daga, who retires by rotation at the ensuing Annual General Meeting and, not seeking re-appointment and pursuant to the provisions of Section 152(6)(e) of "The Act", at the Annual General Meeting at which a director retires, the Company may fill up the vacancy by appointing the retiring director or some other person thereto. Keeping in view the legal requirements the Board of Directors have proposed that Ms. Jyoti Daga be appointed as a Non- Executive Director of the Company, liable to retire by rotation at AGM and eligible to be reappointed.

An Independent director shall be appointed as per the provisions of Section 149 of the Act, and is not liable to retire by rotation. In compliance with the provisions of Section 149 read with Schedule IV of the Act, The company may propose name of requisite numbers of Independent Directors in compliance with the provision of section 149 of The Companies Act, 2013 (The Act). Who in the opinion of the Board, if fulfill the conditions specified in The Act and the Rules made there under for appointment of Independent Directors and are independent of the management.

Approval of members is being sought for appointment of Mr. Prabir Das as Managing Director of the company on such terms and conditions as set out in the explanatory statement annexed to the Notice convening this Meeting.

7. CORPORATE GOVERNANCE:

As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

8. PERSONNEL:

Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. No employee of the company is in receipt of remuneration in excess of the limit prescribed under section 217(2A) of the Companies Act, 1956.

9. STATUTORY INFORMATION:

Particulars required to be furnished by the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:

1. CONSERVATION OF ENERGY : Nil

2. TECHNOLOGY ABSORPTION & ADOPTION :Nil

3. FOREIGN EXCHANGE EARNING & OUTGO : Nil

10. DIRECTORS''RESPONSIBILITY STATEMENT :

Pursuant to the requirement of clause c of sub-section 1 and sub section 5 of section 134 of the Companies Act, 2013 (''the Act'') and corresponding to the section 217 (2AA) of the Companies Act, 1956 and based on the representations received from the operating management, the Directors hereby confirm that:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. The Directors have selected such accounting policies 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.

iii. The Directors have 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 have prepared the annual accounts on going concern basis.

11. ACKNOWLEDGEMENTS:

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the Board

Place : Kolkata

Date : 26th day of May, 2013 Prabir Das Jitendra Daga

Managing Director Director

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Mar 31, 2013

The Members,

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

1. FINANCIAL RESULTS : (Fig. in Rs.)

Current Year Previous Year

PROFIT/(LOSS) BEFORE TAXATION 17,48,877 6,34,873

PROVISION FOR TAXES Current tax (3,53,340) (1,20,976)

MAT Tax Credit Receivable 3,23,542 1,19,924

Deferred Tax (12,03,561) (4,49,598)

PROFIT/(LOSS) AFTER TAX 5,15,518 1,84,223

2. FUTURE PERFORMANCE:

In the year under review, the Company has made a profit of Rs. 17,48,877/- before tax. Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

3. DIVIDEND:

In view of Inadequate Profit, Your Directors do not recommend any dividend for the year.

4. AUDITORS:

The retiring Auditors MAROTI & ASSOCIATES, Chartered Accountants, Kolkata hold office till the conclusion of the Annual General Meeting and is eligible for reappointment.

5. DIRECTORS:

Shri Uttam Bose and Shri Swapan Das retires by rotation and being eligible, offers himself for re- appointment.

6. CORPORATE GOVERNANCE:

As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

7. PERSONNEL:

Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. No employee of the company is in receipt of remuneration in excess of the limit prescribed under section 217(2A) of the Companies Act, 1956.

8. STATUTORY INFORMATION:

Particulars required to be furnished by the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:

1. CONSERVATION OF ENERGY : Nil

2. TECHNOLOGY ABSORPTION & ADOPTION : Nil

3. FOREIGN EXCHANGE EARNING & OUTGO : Nil

9. RESPONSIBILITY STATEMENT:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. The Directors have selected such accounting policies 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.

iii. The Directors have 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 have prepared the annual accounts on going concern basis.

10. ACKNOWLEDGEMENTS:

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the Board

Prabir Das Jitendra Daga Place : Kolkata Director Director Dated : 24th day of May, 2013

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Mar 31, 2012

The Members,

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

1. FINANCIAL RESULTS : (Fig. in Rs.)

Current Year Previous Year

PROFIT/(LOSS) BEFORE TAXATION 6,34,873 2,06,146 PROVISION FOR TAXES

Current tax (1,20,976) (38,834)

MAT Tax Credit Receivable 1,19,924 38,834

Deferred Tax (4,49,598) -

PROFIT/(LOSS) AFTER TAX 1,84,223 2,06,146

2. FUTURE PERFORMANCE:

In the year under review, the Company has generated Profit of Rs.6,34,873/- Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

3. DIVIDEND:

In view of inadequate Profit, Your Directors do not recommend any dividend for the year.

4. AUDITORS:

The retiring Auditors MAROTI & ASSOCIATES, Chartered Accountants, Kolkata hold office till the conclusion of the Annual General Meeting and is eligible for reappointment.

5. DIRECTORS:

Shri Jitendra Daga and Shri Prabir Das retires by rotation and being eligible, offers himself for re- appointment.

Shri Swapan Das and Shri Kavindar Ranka where appointed as additional Director in the Board of the Company and who hold office till the date of Annual General Meeting. The Company has received notice from the members signifying their intention to propose appointment of them as director who will retire by rotation.

6. CORPORATE GOVERNANCE:

As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

7. PERSONNEL:

Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. No employee of the company is in receipt of remuneration in excess of the limit prescribed under section 217(2A) of the Companies Act, 1956.

8. STATUTORY INFORMATION:

Particulars required to be furnished by the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:

1. CONSERVATION OF ENERGY : Nil

2. TECHNOLOGY ABSORPTION & ADOPTION : Nil

3. FOREIGN EXCHANGE EARNING & OUTGO : Nil

9. RESPONSIBILITY STATEMENT:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. The Directors have selected such accounting policies 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.

iii. The Directors have 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 have prepared the annual accounts on going concern basis.

10. ACKNOWLEDGEMENTS:

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the Board

Prabir Das Jitendra Daga Place : Kolkata Director Director Dated : 25Th day of June, 2012