Directors Report of Tribhuvan Housing Ltd.

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting before you the Twentieth Annual Report and the Audited Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS:

The financial performance of the Company for the year ended March 31, 2014 is summarized below:

( Rs. in Lakh)

Particulars March 31, 2014 March 31, 2013

Sales / Income - 1.350

Total Expenses 5.526 8.467

Profit before tax (5.526) (7.117)

Exceptional Items - -

Profit after exceptional Items (5.526) (7.117)

FINANCIAL & OPERATIONAL HIGHLIGHTS

Your Company did not carry out any business activities/operations during the year. Management is considering various options of raising financial resources to revive the Business Operations of the Company.

DIVIDEND

In view of the loss incurred by the Company, no dividend is recommended for the year.

DIRECTORS

During the period under review, Mr. Willam Smith retired by rotation in the Annual General Meeting dated 27th September, 2013.

Mr. Aakash Atri was appointed as the Additional Director of the Company in the Board Meeting dated 23rd August, 2013.

It is proposed to appoint Mr. Vikrant Patil (DIN:03201000), Mr. Aakash Attri (DIN:06636960)and Mr. Shoaib Se-queira (DIN: 06610911) as non Executive Independent Director for a fresh period of 5 consecutive years to comply with the provisions of Section 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 of Company.

Mr. Yogesh Dave (DIN:02042550) retires by rotation at the forthcoming AGM and being eligible, offers himself for re-appointment.

Brief details of the Directors proposed to be appointed and re-appointed have been incorporated in the Notice for the ensuing Annual general meeting pursuant to Clause 49(iv)(g)(i) of Listing Agreement.

FIXED DEPOSITS

The Company has not accepted any deposit from public under section 58A & 58AA of the Companies Act, 1956.

AUDITORS :

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s. Sarda Pareek, Chartered Accountants, Mumbai [Firm Registration No. 109262 W] being eligible to be appointed as Statutory Auditors of the Company are recommended by the Board to be appointed as Statutory Auditors of the Company in the ensuing Annual General Meeting of the Company, to hold the office from the conclusion of this Annual General Meeting until the conclusion of the Twenty Second Annual General Meeting of the Company to held in the year 2016 (subject to the ratifications by the members in every year).

AUDITORS'' REPORT:

The observations and comments given by Auditors in this report read together with notes to accounts are self explanatory and hence do not call for any further comments under section 217 of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is herby confirmed that:

(a) in the preparation of annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed ;

(b) the Directors have selected such accounting policies and applied consistently and made judgments and estimates made that are reasonable and prudent so as to give 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 the year ended period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(d) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended up to date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/ OUTGO

The information under section 217(1) (e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption as required to be disclosed is not applicable to your Company.

During the year under review, the Company has no Foreign Exchange Earnings and Outgo.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. A certificate from Priti J. Sheth & Associates, Company Secretaries confirming Compliance with the conditions of the Corporate Governance as stipulated aforesaid is attached to this Report.

The Company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the Company has also implemented some of the non mandatory provisions of Clause 49.

LISTING

The Equity Shares of the Company is listed on the Stock Exchange at Mumbai, Delhi and Rajkot (Saurashtra). During the year 2013-2014, the Company has sought approval from the Ahmedabad Stock Exchange for delisting of its shares.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the co-operation and support received from Banks, shareholders, customers, sub-contractors, suppliers, Officers and other employees of the Company throughout the year.

For and on behalf of the Board of Directors TRIBHUVAN HOUSING LIMITED

By Order of the Board

-SD- Mr. Yogesh Dave Director Date: 13-08-2014 DIN: 02042550 Place: Mumbai

-SD- Mr. Vikrant Patil Director Registered Office: DIN: 03201000

10th Floor, Fairlink Centre, Near Monginis Factory, Off Link Road, Andheri (W), Mumbai - 400 058, Maharashtra, India

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Mar 31, 2013

To , The Members of the Company,

The Directors have pleasure in presenting before you the Nineteenth Annual Report and the Audited Accounts for the year ended 31st March 2013.

The financial performance of the Company for the year ended March 31, 2013 is summarized below:

FINANCIAL RESULTS:

(Rs.in Lakhs) Particulars March 31, 2013 March 31, 2012

Sales / Income 1.350

Total Expenses 8.467 11.528

Profit before tax (7.117) (11.528)

Exceptional Items

Profit after exceptional Items (7.117) (11.528)

FINANCIAL & OPERATIONAL HIGHLIGHTS

Your Company did not carry out any business activities/operations during the year. Management is considering various options of raising financial resources to revive the Business Operations of the Company.

DIVIDEND

The Board of Directors of the Company has not declared any dividend for 2012-2013.

DIRECTORS

During the year under review, Mr. William Smith will retire by rotation and being eligible, ofers himself for re-appointment at the ensuing Annual General Meeting of the Company.

It has been proposed to regularize the appointment of Mr. Aakash Attri as a Director of the Company pursuant to Section 257 of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is herby confirmed that:

(a) in the preparation of annual accounts for the year ended March 31, 2013, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed ;

(b) the Directors have selected such accounting policies and applied consistently and made judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of afairs of the Company at the end of the financial year and of the profit of the Company for the year ended period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(d) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

AUDITORS & AUDITORS'' REPORT:

M/s. SARDA & PAREEK, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from them to efect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

The Notes on Financial Statements referred to in the Auditors'' Report are self explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended up to date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO

The information under section 217(1) (e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption as required to be disclosed is not applicable to your Company.

During the year under review, the Company has no Foreign Exchange Earnings and Outgo.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. A certificate from Priti J. Sheth & Associates, Company Secretaries confirming Compliance with the conditions of the Corporate Governance as stipulated aforesaid is attached to this Report.

The Company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the Company has also implemented some of the non mandatory provisions of Clause 49.

AUDIT COMMITTEE

The Company has formed an Audit Committee comprising of three Directors. The terms of the reference of the Committee are in line with the requirements specified under Section 292A of the Companies Act, 1956 and Corporate Governance as stated in Clause 49 of the Listing Agreement.

LISTING

The Equity Shares of the Company is listed on the Stock Exchange at Mumbai, Ahmedabad, Delhi and Rajkot.

During the year 2012-2013, the Company has sought approval from the Madhya Pradesh Stock Exchange for delisting of its shares. Further, it has also made an application for Delisting of Shares to Regional Stock Exchanges i.e. Ahmedabad Stock Exchange, Delhi Stock Exchange and Saurashtra Kutch Stock Exchange which are under process.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the co-operation and support received from Banks, shareholders, customers, sub-contractors, suppliers, Officers and other employees of the Company throughout the year.

For and on behalf of the Board of Directors

TRIBHUVAN HOUSING LIMITED

Date: 26-08-2013 By Order of the Board

Place: Mumbai SD/-

Mr. Yogesh Dave

Registered Office: Director

10th Floor, Fairlink Centre, SD/-

Near Monginis

Fact ory, Of Link Road,

Andheri (W), Mr. Vikrant Patil

Mumbai- 400 058, Maharashtra, India

Director

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Mar 31, 2012

To' The Members of the Company'

The Directors have pleasure in presenting the EIGHTEENTH ANNUAL REPORT of the Company together with the Audited Statement of Accounts for the financial year ended March 31' 2012.

FINANCIAL RESULTS:

The performance of the Company for the Financial Year ended March 31' 2012 is summarized below:

(Rs. In Lakhs)

PARTICULARS MARCH 31'2012 MARCH 31' 2011

Sales / Income - -

Total Expenses 11.52 4.87

Profit before tax (11.52) (4.87)

Exceptional Items 551.98

Profit/Loss after exceptional Items (11.21) (556.86)

FINANCIAL & OPERATIONAL HIGHLIGHTS

Your Company did not carry out any business activities/operations during the year. Management is considering various options of raising financial resources to revive the business operations of the Company. Net worth of the Company has been eroded fully however the Management is confident of financial support from its promoter Company Sigrun Realties Limited.

DIVIDEND

Due to the loss incurred' Your Directors have not recommended any dividend on equity shares for the year under review.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year attracting the provisions of section 58A of the Companies Act' 1956 and Rules framed there under.

AUDIT COMMITTEE

The Company has formed an Audit Committee comprising of three Directors. The terms of the reference of the Committee are in line with the requirements specified under Section 292A of the Companies Act' 1956 and Corporate Governance as stated in Clause 49 of the Listing Agreement.

DIRECTORS

In terms of the provisions of the Companies Act' 1956' Mr. Vikrant Patil' Director of the Company retire by rotation and being eligible' offers himself for re-appointment at the ensuing Annual General Meeting.

AUDITORS & AUDITORS' REPORT:

M/s. SARDA & PAREEK' Chartered Accountants of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letters from M/s. SARDA & PAREEK' Chartered Accountants' to the effect that their appointment' if made' would be within the prescribed limits under section 224(1B) of the Companies Act' 1956 and that they are not disqualified for such appointment.

The observations and comments given by Auditors in this report read together with notes to accounts are self explanatory and hence do not call for any further comments under Section 217 of the Companies Act' 1956.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act' 1956' read with Companies (Particulars of Employees) Rules' 1975 as amended up to date.

CONSERVATION OF ENERGY' TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information under section 217(1) (e) of the Companies Act' 1956 on Conservation of Energy' Technology Absorption as required to be disclosed is not applicable to your Company.

During the year under review the Company has no foreign exchange earnings and outgo.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors hereby report:

a. that in the preparation of annual accounts for the financial year ended March 31' 2012' the applicable accounting standards have been followed;

b. and such accounting policies have been selected and applied consistently and judgments and estimates made that are responsible and prudent so as to give 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. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act' 1956' for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d. that annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A report on Corporate Governance along with Management Discussion and Analysis is annexed to this report. A certificate from Statutory Auditors with regards to the compliance of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement by the Company is annexed to this report.

The Company has complied with all mandatory requirements prescribed under Clause 49 of the Listing Agreement. In addition' the Company has also implemented some of the non mandatory provisions of Clause 49.

LISTING

The Equity Share of the Company is listed on the Stock Exchange at Indore' Mumbai' Ahmedabad' Delhi' and Rajkot. During the year' the Company has sought consent from the shareholders through postal ballots towards delisting of its shares from the regional stock exchanges. Based on consent received from the Shareholders Company is in the process of making appropriate application to the regional stock exchanges towards delisting process which is likely to complete by the end of year 2012-13.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY

During the year' Company has shifted its Registered Office from 94' Ahilyapura Main Road' Vyas Sadan' 2nd Floor' Gora Kund Choraha' Indore- 452002 in the State of Madhya Pradesh to 1008' Fairlink Center' Near Monginis Factory' Off. Link Road' Andheri (W)' Mumbai - 400058 in the State of Maharashtra.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and support received from Shareholders' Banks' Customers' sub-contractors' suppliers' Officers' Employees' Government Authorities and other regulatory bodies throughout the year.

Date: 29th May 2012

Place: Mumbai

By Order of the Board

Registered Office: Sd/-

10th Floor' Fairlink

Centre' Mr- Yogesh Dave

Near Monginis Factory'

Off Link Director

Road' Andheri (W)'

Mumbai- 400 058' Maharashtra' India Mr. Vikrant Patil Director

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Mar 31, 2011

The Members of the Company,

The Directors have pleasure in presenting before you the 17th ANNUAL REPORT of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS (Amt. Rs. in Lakhs)

2010-2011 2009-2010

Sales / Income NIL 38.96

Total Expenses 556.86 42.94

Profit(Loss) Before Tax (556.86) (3.98)

Profit(Loss) AfterTax (556.86) (5.27)

FINANCIALS OPERATIONAL HIGHLIGHTS

During the year company did not carryout any operations. The Company does not have any employees. Alter a review of all the assets including loans and advances, the directors have decided to make a one time write off and hence the losses.

DIVIDEND

Due to the losses incurred the Board of Directors of the Company does not recommend any dividend for the year 2010-11.

FIXED DEPOSITS

The Company has not accepted deposits from the public during the year attracting the provisions of section 58Aof the Co. Act, 1956 and Rules framed there under.

DIRECTORS

During the year under review, Mr. Yogesh Dave will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

During the year Narendra Shah, Ashok Agrawal, Jikisha Shah & Ranu Jitendra Jain resigned and in their place Mohd. Ziaur Rahman, Vikrant Sudhakar Patel, Imtiaz Khoda & Naveen Jacob D'Souza appointed as additional directors of the company.

The term of office of Mr. Mohd. Ziaur Rahman, Vikrant Sudhakar Patil, Imtiaz Khoda & Naveen Jacob D'Souza expires at the commencement of the forthcoming Annual General Meeting.

It has been proposed to regularize the appointment of Mr. Vikrant Sudhakar Patil as a Director of the company pursuant to Section 257 of the Companies Act, 1956.

Further the company has received notice u/s 257 recommending the appointment of Mr. William Albort Smith as Director on the Board of the company. His appointment shall be as non executive and independent Director and in compliance with the clause 49 of the Listing Agreement. Your Directors recommend their appointment.

AUDITORS

The existing auditors M/s. SHIRISH DALAL & ASSOCIATES, Chartered Accountants have expressed their inability to continue as the auditors of the company due to pre occupation. It is proposed to appoint M/S Sarda & Pareek,Chartered Accountants as the Auditors in their place. M/s. Sarda & Pareek have given their consent in terms of Section 224 (I) of the Companies Act, 1956, to act as the Auditors of the company.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended upto date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO

The information under section 217(1) (e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption as required to be disclosed is not applicable to your company since it is engaged in the construction activities.

During the year under review the Company has no foreign exchange earnings and outgo.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors hereby report:

(a) that in the preparation of annual accounts, the applicable accounting standards have been followed;

(b) and such accounting policies have been selected and applied consistently and judgements and estimates made that are responsible and prudent so as to give 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) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:

(d) that annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on corporate governance along with Management Discussion and Analysis is annexed to this report. A certificate from Statutory Auditors with regards to the compliance of the corporate governance as stipulated in Clause 49 of the Listing Agreement by the company is annexed to this report.

LISTING

The equity shares of the company are listed on the Stock Exchange at Indore, Mumbai, Ahmedabad, Delhi, Rajkot. Your directors propose to delist the shares from the Regional Stock Exchange at Indore, Ahmedabad, Delhi and Rajkot and seek your approval by the way of voting by postal ballot pursuant to Section 192(A) by the way of a separate procedure.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the co-operation and support received from Banks, shareholders, customers, sub-contractors, suppliers, Officers and other employees of the Company throughout the year.

By order of the Board For TRIBHUVAN HOUSING LIMITED

YOGESH DAVE DIRECTOR

Place : Indore Date: 01-09-2011

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Mar 31, 2010

The Directors have pleasure in presenting before you the 15th ANNUAL REPORT of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS (Amt. Rs. In Lakhs)

2009-2010 2008-2009

Sales / Income 38.96 145.43

Total Expenses 42.94 147.36

Profit Before Tax (3.98) (1.93)

Profit after Tax (5.27) (2.70)

FINANCIAL & OPERATIONAL HIGHLIGHTS

Due to extreme hike in the prices of cement, iron and other raw materials required in the construction industry, the company could not perform upto expected target. Your Directors are of confidence of achieving good turnover and profitability during the year 2010-11.

DIVIDEND

The Board of Directors of the Company has not declared any dividend for 2009-10.

FIXED DEPOSITS

The Company has not accepted deposits from the public during the year attracting the provisions of section 58A of the Co. Act, 1956 and Rules framed there under.

AUDIT COMMITTEE

The Company has-formed an Audit committee comprising of four directors. The terms of the reference of the committee are in line with the requirements specified u/s. 292A of the Co-Act, 1956 and Corporate Governance as stated in Clause 49 of the Listing Agreement.

DIRECTORS

During the year under review, Ashok Agrawal will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

During the year Mr. Kumar Madan resigned on 06-12-2009 and in his place Jikisha Shah appointed as director of the company.

AUDITORS:

The members are requested to appoint auditors for the current year and to fix their remuneration. M/s. SHARISH DALAL & ASSOCIATES, Chartered Accountants have consented for continuation to act as the auditors of the Company, if re-appointed.

During the year, M/s. Satyanarayan Goyal & Co, C.A. have shown their unwillingness to continue to be the Auditors of the Company due to their pre-occupation hence company approached M/s. SHIRISH DALAL & ASSOCIATES, Chartered Accountants, Ahmedabad and in the EGM held on 15-06-2010 new auditors have been appointed.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended upto date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO.

The information under section 217(1) (e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption as required to be disclosed is not applicable to your company since it is engaged in the construction activities.

During the year under review the Company has no foreign exchange earnings and outgo.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby report:

(a) that in the preparation of annual accounts, the applicable accounting standards have been followed;

(b) and such accounting policies have been selected and applied consistently and judgements and estimates made that are responsible and prudent so as to give 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) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:

(d) that annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on corporate governance along with Management Discussion and Analysis is annexed to this report. A certificate from Statutory Auditors with regards to the compliance of the corporate governance as stipulated in Clause 49 of the Listing Agreement by the company is annexed to this report.

The company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of Clause 49.

LISTING

The equity share of the company are listed on the Stock Exchange at Indore, Mumbai, Ahmedabad, Delhi, Rajkot.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the co-operation and support received from Banks, shareholders, customers, sub-contractors, suppliers, Officers and other employees of the Company throughout the year.

Place : INDORE For and on behalf of

Date :20-08-2010 The Board of Directors

Sd/- JIKISHA SHAH CHAIRMAN