Notes to Accounts of Vaghani Techno-Build Ltd.

Mar 31, 2015

1. RELATED PARTY DISCLOSERS

A. Names of related parties and description of relationship:

1. Key Management Personnel Mr. Kantilal M. Savla (Chairman)

2. Entities where Key Management Personnel and their relatives have control or significant influence. Integrated Spaces Ltd.

3. The Company is engaged in the Real Estate related business and accordingly there are no reportable segments.

4. In the opinion of the Board, Current Assets, Loan and Advances are of the value stated if realized in the ordinary course of business. The provision for all known and determined liabilities are adequate and not in excess of the amounts reasonable

5 Balances of the Trade Receivables, Trade Payables, Loans and Advances are subject to confirmation, reconciliation and consequent adjustment if any. However, in the opinion of the management such adjustments, if any, will not be material.

6. Others disclosure of Schedule III are not applicable to the Company.

1. Previous year's figures have been regrouped/rearranged wherever necessary to confirm the current presentation as per the Schedule III.

1) This Ballot Form is provided for the benefit of Members who do not have access to e-voting facility.

2) A Member can opt for only one mode of voting i.e. either through e-voting or by Ballot. If a Member cast votes by both modes, then voting done through e-voting shall prevail and ballot shall be treated as invalid.

3) For detailed instructions on e-voting, please refer to the notes appended to the Notice of the AGM.

4) The scrutinizer will collate the votes downloaded from the e-voting system and votes received through post to declare the final result for each of the Resolutions forming part of the Notice of the AGM.

Process and manner for Members opting to vote by using the Ballot Form:

1) Please complete and sign the Ballot Form (no other form or photocopy thereof is permitted) and send it so as to reach the Scrutinizer appointed by the Board of Directors of the Company, Mr. Narayan Parekh, Partner, PRS Associates, Practicing Company Secretary, (Membership No: ACS 8059) at c/o Vaghani Techno Build Limited, D Wing, Karma Sankalp, Corner of 6th and 7th Road of Rajawadi, Ghatkopar (East), Mumbai - 400 077

2) The Form should be signed by the Member as per the specimen signature registered with the Company/ Depositories. In case of joint holding, the Form should be completed and signed by the first named Member and in his/her absence, by the next named joint holder. A Power of Attorney (POA) holder may vote on behalf of a Member, mentioning the registration number of the POA registered with the Company or enclosing an attested copy of the POA. (Exercise of vote by Ballot is not permitted through proxy)

3) In case the shares are held by companies, trusts, societies, etc. the duly completed Ballot Form should be accompanied by a certified true copy of the relevant Board Resolution/Authorization.

4) Votes should be cast in case of each resolution, either in favour or against by putting the tick (v) mark in the column provided in the Ballot.

5) The voting rights of shareholders shall be in proportion of the shares held by them in the paid up equity share capital of the Company as on 19th September, 2015 as per the Register of Members of the Company.

6) Duly completed Ballot Form should reach the Scrutinizer not later than 25th September, 2015 (5:00 p.m. IST). Ballot Form received after this date will be strictly treated as if the reply from the Members has not been received.

7) A Member may request for a duplicate Ballot Form, if so required. However, duly filled in and signed duplicate Form should reach the Scrutinizer not later than the date and time specified in serial no. 6 above.

8) Unsigned, incomplete, improperly or incorrectly tick marked Ballot Forms will be rejected. A Form will also be rejected if it is received torn, defaced or mutilated to an extent which makes it difficult for the Scrutinizer to identify either the Member or as to whether the votes are in favour or against or if the signature cannot be verified.

9) The decision of the Scrutinizer on the validity of the Ballot Form and any other related matter shall be final.

10) The results declared along with Scrutinizer's Report, shall be placed on the Company's website: www.vaghanitechnobuild.com and on the website of the Central Depository Securities Limited within two days of the passing of the Resolutions at the AGM of the Company on Saturday, the 26th September, 2015 and communicated to the BSE Limited, where the shares of the Company are listed.

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Mar 31, 2014

Note No 1. Terms/Rights attached to equity shares

(A) The company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

(B) In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Note No. 2.

The Company has not received information from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act,2006 and hence disclosures relating to amounts unpaid as at the year end together with interest paid / payable under this Act, have not been given. The same has been relied upon by the Auditors.

Advance given to Suppliers include Rs. 65,00,000 (Previous year: 65,00,000) outstanding since long but no provision has been made as the Management is hopeful of recovery.

3. (A) CONTIGENT LIABILITY

Particulars As at As at March 31, 2014 March 31, 2013

Disputed Income Tax Liability 81,96,021 67,25,748

81,96,021 67,25,748

4. The Company is engaged in the Real Estate related business and accordingly there are no reportable segments.

5. In the opinion of the Board, Current Assets, Loan and Advances are of the value stated if realised in the ordinary course of business. The provision for all known and determined liabilities are adequate and not in excess of the amounts reasonable required.

6. Balances of the Trade Receivables, Trade Payables, Loans and Advances are subject to confirmation, reconciliation and consequent adjustment if any. However, in the opinion of the management such adjustments, if any, will not be material.

7. Others provisions of Revised Schedule VI are not applicable to the company.

8. Previous year''s figures have been regrouped/rearranged wherever necessary to confirm the current presentation as per the Revised Schedule VI.

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Mar 31, 2013

1 RELATED PARTY DISCLOSERS

A. Names of related parties and description of relationship:

1. Key Management Personnel Mr. Kantilal M. Savla (Chairman)

Mr. Bavchandbhai J. Vaghani (Director)

2. Entities where Key Management Personnel and their relatives have control or significant influence.

Integrated Spaces Ltd. (Erstwhile Shah Construction Co.)

Pranay Investment

Integrated Coreinfra Ltd.

Integrated Estate Management Pvt. Ltd.

Pranay Properties

Pranay Realtors

Rehab Pranay Developers

R.K. Enterprises

Savla Associates

Nagi sales International

Integrated Realty Projects

Pranay Leela Associates

Sadgurukrupa Developers

Peninsula Land Developers Pvt. Ltd.

Satyam Concast Pvt. Ltd.

2 The Company is engaged in the Real Estate related business and accordingly there are no reportable segments.

3 In the opinion of the Board, Current Assets, Loan and Advances are of the value stated if realised in the ordinary course of business. The provision for all known and determined liabilities are adequate and not in excess of the amounts reasonable required.

4 Balances of the Trade Receivables, Trade Payables, Loans and Advances are subject to confirmation, reconciliation and consequent adjustment if any. However, in the opinion of the management such adjustments, if any, will not be material.

5 Others provisions of Revised Schedule VI are not applicable to the company.

Previous year''s figures have been regrouped/rearranged wherever necessary to confirm the current presentation as per the Revised Schedule VI.

6 Previous year figures have been regrouped and rearranged wherever considered necessary to make them comparable with those of the current year.

The Cash Flow Statement has been prepared under the "Indirect Method" set out in Accounting Standard 3 "Cash Flow Statement" issued by the Institute of Chartered Accountants of India.

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Mar 31, 2012

1. SHARE CAPITAL

Note No 1.2 Terms/Rights attached to equity shares:

(A) The company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

(B) In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

2. TRADE PAYABLES

Note No. 2.1

The company has not received information from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures relating to amounts unpaid as at the year end together with interest paid/payable under this Act have not been given. The same has been relied upon by the Auditors.

3. FIXED ASSETS

Note no 3.1

Accounting Policy of Fixed Assets & Depreciation/Amortisation

(A) Fixed Assets are stated at cost less accumulated depreciation. Cost comprises of the purchase price and any attributable cost of bringing the asset to its working condition for its intended use.

(B) Depreciation has been provided on Written Down Value at rates prescribed in Schedule XIV to Companies Act, 1956. Depreciation on assets Added/Disposed off during Year has been provided on a Pro-rata basis with reference to month of additions/deduction. Depreciation has been provided for full month ignoring part of month.

Note No 3.2

During previous year, the company has converted fixed assets consisting of Land and Building of Rs. 5,97,09,420/-(Gross) into Inventory pursuant to the order of Income Tax Department. Accordingly accumulated depreciation of Rs. 2,24,77,105 has been written back and credited to Statement of Profit & Loss during the previous year.

4. INVENTORIES

Note No 4.1

Accounting Policy of Inventories Valuation

TDR Stock and Industrial Units are valued at lower of Cost and Net Realisable Value. Cost is receivable at on basis of specific identification method.

5. TRADE RECEIVABLES

Note No. 5.1

The company has old trade receivable amounting to Rs. 98,98,024/- (previous Year Rs. 1,08,98,024/-). However no provision for doubtful debts is made as the management is hopeful of recovery.

6. (A) CONTINGENT LIABILITY

Particulars As at As at March 31, 2012 March 31, 2011

Disputed Income Tax Liability 2,22,010 -

Guarantees given - -

2,22,010 -

(B) COMMITMENTS

Particulars As at As at March 31, 2012 March 31, 2011

Estimated Amounts of Contract remaining to be executed 1,93,92,000 1,93,92,000 on capital account and not provided for 1,93,92,000 1,93,92,000

Total (A B) 1,96,14,010 1,93,92,000

7. REVENUE FROM OPERATIONS

Note No 7.1

Accounting Policy of Revenue Recognition

Transfer of Development Rights Sale is recognised after entering into an agreement with the Purchaser of the Transfer of Development Rights.

8. RELATED PARTY DISCLOSURES

A. Names of related parties and description of relationship:

1. Key Management Personnel Mr. Kantilal M. Savla (Chairman)

Mr. Bavchandbhai J. Vaghani (Director)

2. Entities where Key Management Personnel and their relatives have control or significant influence. Integrated Spaces Limited. (Erstwhile Shah Construction Co.)

9. Tax for earlier year includes Rs. 56,48,872 towards short provision for Income Tax for earlier years

10. The Company is engaged in the Real Estate related business and accordingly there are no reportable segments.

11. In the opinion of the Board, Current Assets, Loan and Advances are of the value stated if realised in the ordinary course of business. The provision for all known and determined liabilities are adequate and not in excess of the amounts reasonable required.

12. Balances of the Trade Receivables, Trade Payables, Loans and Advances are subject to confirmation, reconciliation and consequent adjustment if any. However, in the opinion of the management such adjustments, if any, will not be material.

13. Others provisions of Revised Schedule VI are not applicable to the company.

14. Previous year's figures have been regrouped/rearranged wherever necessary to confirm the current presentation as per the Revised Schedule VI.

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Mar 31, 2011

1) Estimated amount of contracts Rs..1,93,92,333/- remaining to be executed on capital account.

2) Earnings Per Share (EPS):

As required by Accounting Standard-AS 20 "Earnings Per Share" issued by the Institute of Chartered Accountants of India", the Earnings Per Share (EPS) is calculated by dividing the profit attributable to the Equity Shareholders by the average number of Equity Shares outstanding during the year and is ascertained as follows.

3) Tax for earlier year includes Rs.56,48,872 towards short provision for Income Tax for earlier years.

4) The Company is engaged in the Real Estate related business and accordingly there are no Segments.

5) In the opinion of the Board, Current Assets, Loans and Advances are of the value stated if realized in the ordinary course of business. The provisions for all known and determined liabilities are adequate and not in excess of the amounts reasonably required.

6) Balances of the Sundry Debtors, Creditors, Loans and Advances are subject to confirmation, reconciliation and consequent adjustment if any. However, in the opinion of the management such adjustments, if any, will not be material.

7) The Company has not received information from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures relating to amounts unpaid as at the year-end together with interest paid/payable under this Act, have not been given. The same has been relied upon by the Auditors.

8) The provision of Clause 4C of Part II of Schedule VI of the Companies Act, 1956 are not applicable to the company.

9) During the year, the company has converted fixed assets consisting of Land and Building of Rs..5,97,09,420/- (Gross) into Inventory pursuant to the order of Income Tax Department. Accumulated depreciation of Rs. 2,24,77,105 has been written back during the year, due to which the profit for the year is overstated by Rs. 2,24,77,105/- & consequently the reserves.

10) The company has old debtors amounting to Rs. 1,08,98,024. However no provision for doubtful debts is made as the management is hopeful of recovery.

11) Previous Years Figure have been regrouped and rearranged wherever necessary. As per our report of even date

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Mar 31, 2010

1) Details of Related Party transactions:

Key Management Personnel

Mr. Bavchandbhai J Vaghani Director

Mr. Govind J Vaghani Director

Mr. Kantilal M Savla Chairman

Late Ms. Pratiksha P Gala Director (till 7th March, 2010)

Enterprise over which Key managerial Personnel or relative of key Management personnel able to exercise significant influence:

Satyam Concast Private limited

Integrated Spaces Limited

Pranay Investment

Pranay Leasing & Finance Limited

Integrated Coreinfra Limited

Integrated Estate Management Private Limited

Integrated Renewable Energy Private Limited

Pranay Properties

Pranay Realtors

Pranay leela Associates

Rehab Pranay Developers

R.K. Enterprises

Savla Associates

Nagi sales International

2) Tax for earlier year includes Rs. (1,416,761/-) towards difference in deprecation as per Books and Income Tax & Rs.339,221/- [Net of Minimum Alternate Tax credit of Rs. (1,611,503/-)] towards Income Tax

3) The Company is engaged in the Real Estate related business and accordingly there are no Segments.

4) In the opinion of the Board, Current Assets, Loans and Advances are of the value stated if realized in the ordinary course of business. The provision for all known and determined liabilities are adequate and not in excess of the amounts reasonably required.

5) Balances of the Sundry Debtors, Creditors, Loans and Advances are subject to confirmation, reconciliation and consequent adjustment if any. However, in the opinion of the management such adjustments, if any, will not be material.

6) The Company has not received information from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures relating to amounts unpaid as at the year-end together with interest paid/payable under this Act, have not been given. The same has been relied upon by the Auditors.

7) The provision of Clause 4C of Part II of Schedule VI of the Companies Act, 1956 are not applicable to the company.

8) Previous Years Figure have been regrouped and rearranged wherever necessary.