Directors Report of Espire Hospitality Ltd.

Mar 31, 2015

Dear Members,

The3 Directors have pleasure in presenting the 24th Annual Report together with the audited accounts of the Company for the financial year ended on 31st March, 2015.

I- FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company for the financial year ended 31st March, 2015 are as under:-

(Figures in Rupees) Particulars Year ended Year ended 31st March, 2015 31st March, 2014

Income 5,685,202 11,144,957

Expenditure 5,642,063 10,251,262

Profit before tax 43,139 893,695

Exceptional Items 17,079,554 NIL

Provision for tax (including deferred tax) 7,703,720 453,939

Profit after tax (24,740,136) 439,757

Balance carried forward to Balance Sheet (119,221,927) (94,481,791)

II- REVIEW OF OPERATIONS & BUSINESS UPDATE KEY FINANCIAL HIGHLIGHTS

Your company has recorded revenue of Rs 56.85 lacs in financial year 2014-15 as compared to Rs 111.44 lacs in financial year 2013-14, an overall decline of 49%.Profit before tax has decreased to Rs 0.43 lacs from Rs 8.93 lacs recorded in the last financial year. Profit after tax also turned to a loss of Rs 247.40 lacs from the last year's profit after tax of Rs 4.39 lacs. Since there is no profit, the Directors do not recommend any amount to carry to any reserve. The nature of the business remains the same throughout the reported financial year.

III- FUTURE OUTLOOK

The Management of the company has been working very dedicatedly to monetize the funds wedged in the J.V Projects and under litigations, also working on the effective utilization of realized funds to enhance the shareholders wealth.

IV- DIVIDEND

In view of accumulated losses, the Directors do not recommend any dividend during the year.

V- PUBLIC DEPOSITS

The Company has not invited or accepted any deposits from the public.

VI- DIRECTORS APPOINTED AND RESIGNED/RETIRED Mr. Sapan Mohan Garg

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Article 96 of the Articles of Association of the Company, Mr. Sapan Mohan Garg (DIN: 00061098) Director of the company, retire by rotation at the ensuing Annual General Meeting of the Company, being eligible, offer himself for reappointment.

Mrs. Kirti Gupta

As per the amended listing agreement and as per section 149 of the Companies Act, 2013 every listed company should have a woman director on its board therefore, the Board of Directors at their meeting held on 28.01.2015 co-opted Mrs. Kirti Gupta (DIN: 02887259) in the Board as Additional Director (Independent) as per section 161 of the Company Act, 2013 her tenure of office expires at the ensuing Annual General Meeting, being eligible, offer herself for reappointment.

Brief resume of the Directors seeking reappointment, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance, forming part of the Annual Report.

VII- MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

VIII- 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 Certificate from a Practicing Chartered Accountant, certifying Company's compliance with the requirements of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is annexed to the Corporate Governance Report.

IX- AUDITORS

Srivastava Kumar & Co., Chartered Accountants, (Firm Registration No. 011204N), Statutory Auditors of the Company was reappointed in the last AGM for next three years. As per section 139 of the Companies Act, 2013, the same needs to be ratified by the members of the company. The Board recommends the members to ratify the balance term of appointment of statutory auditors for the period of 2 years in the forthcoming Annual General Meeting.

X- COMMENTS/EXPLANATION ON AUDITORS' REPORT

I- The Statutory Auditor report

The report submitted by the Statutory Auditors is included in this annual report and since there are no adverse comments of the auditors in their report. Therefore, no comment/explanation needs to be given herein.

II- The Secretarial Audit report:

The report submitted by the Secretarial Auditor is included in this annual report as Annexure: 1 and explanation to their qualifications are as under:

1) To comply with the requirements of section 203 of the Companies Act, 2013, the Board of Directors in their meeting held on 28th May, 2015 has appointed Mr. Sumeer Narain Mathur as the CFO of the Company. Now, w.e.f 28th May, 2015, he shall hold the post of Chief Financial Officer (CFO) in addition to the post of Company Secretary.

2) The company has collected deposits of Rupees One lac in case of regularization of Mrs. Kirti Gupta & re- appointment of Mr. Piyush Prakash from the member who proposes their candidature in the ensuing Annual General Meeting

XI- PARTICUALARS OF LOAN, GUARANTEE OR INVESTMENTS UNDER SECTION 186.

The company has neither granted nor provided any guarantee or made investment attracting the provisions of section 186 of the Companies Act, 2013.

XII- MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANICAL POSITION OF THE COMPANY

There were no such material changes and commitments occurred between the date of board report and the 31st March, 2015.

XIII- INFORMATION PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013

A) CONSERVATION OF ENERGY

In absence of any manufacturing activities, no details have been given as required under Section 134 of the Companies Act, 2013 and the rules framed there under.

B) TECHNOLOGY AND FOREIGN EXCHANGE EARNING ETC

In absence of any manufacturing activities, no details have been given as required under Section 134 of the Companies Act, 2013 and the rules framed there under.

C) FOREIGN EXCHANGE EARNING AND OUTGO

There was no foreign exchange earnings and outgo during the year.

XIV- DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013 with respect to the Directors' Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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 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 have prepared the annual accounts for the financial year ended 31st March, 2015 on a going concern basis.

5. That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

XV- INDEPENCE OF INDEPENDENT DIRECTORS

That in pursuance of section 149 (7) of the Companies Act,2013 all the Independent Directors have given the declaration of their independence complying with the criteria as prescribed in section 149(6) and has been taken on record.

XVI- POLICY ON DIRECTORS, KMP & OTHER EMPLOYEES APPOINTMENT

The company has already having a Nomination and Remuneration committee to take care of the appointment of Directors, KMP & other employees and determining their qualifications, attributes independence etc.

XVII- DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The board has laid down a committee of risk management comprising three independent directors to lead the same and to manage the risk involved in the business of the company.

XVIII- DEVELOPMENT AND IMPLEMENTATION OF A POLICY ON CORPORATE SOCIAL RESPONSIBILITY.

The directors are of the view that since at present the company doesn't fall in the category of the specified companies abide by the CSR regulations therefore whenever company triggers that limit, the board shall take care of the effective implementation of the CSR provisions.

XIX- DETAILS OF TRAINING IMPARTED TO INDEPENDENT DIRECTORS

The Board has arranged on each board meeting for their Independent Directors a session of Training after the routine affairs. The broad object of such training sessions it to conversant the independent directors with the Industry, Company, their role, rights & responsibilities as a member of the board.

During the year under review two such sessions were organized which were attended by all the independent directors most of the time and were highly appreciated.

XX- DETAILS OF VIGIL MECHANISM

The company has laid down its vigil mechanism called "Whistle Blower Policy" for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the company's code of conduct or ethics policy. This mechanism also has provision for direct access to the chairperson of the Audit Committee Mr. Vishnu Gopal Rajgarhia in appropriate or exceptional cases.

XXI- EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination & Remuneration Committee at its Meeting held on 28th January,2015 and the Board of Directors at its Meeting held on 28th January, 2015 respectively, had laid down criteria for performance of evaluation of Directors, Chairperson, MD & CEO , Board Level Committees and Board as a whole and also the evaluation process for the same.

The Statement indicating the manner in which formal annual evaluation of the Directors, the Board and the Board Level Committees are given in detail in the report on Corporate Governance which forms part of this Annual Report.

The performances of Non Executive Directors, Chairperson, MD & the Board as a whole were evaluated at the meeting of Independent Directors meeting held on 31st March,2015 and the performance of the independent directors were evaluated on the board meeting held on 28th May,2015.

XXII- INFORMATION PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 4 & 5 OF THE COMPANIES APPOINTMENT & REMUNARATION OF MANAGERIAL PERSONNEL RULES 2014

A detailed disclosure of the information as required is attached herewith in the board report as Annexure: 2.

XXII- ABSRTRACT OF THE ANNUAL RETURN

Extract of the Annual Return in form MGT-9, as stipulated under section 134 of the Companies Act, 2013, is annexed at the end of the Board Report as Annexure: 3.

XXIII- DETAILS OF SUBSIDIARIES, JV OR ASSOCIATES ENTERED/CEASED DURING THE YEAR

During the year no Joint Venture Agreement, Subsidiary or associate joined /ceased with the company.

XXIV- ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Managing Director: Dalip Singh Dasila Din: 03613295

Address: 58-B, Block, Khanpur Extn, M.B Road Near Khanpur, New Delhi-62 Director: Vishnu Gopal Rajgarhia Din: 00480125 New Delhi Address: C-740, New Friends Colony, Date: 28th May, 2015 New Delhi-110065

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 23rd Annual Report together with the audited accounts of the Company for the financial year ended on March 31,2014.

FINANCIAL HIGHLIGHTS (Figures in Rupees)

Particulars Year ended Year ended 31.3.2014 31.3.2013

Income 1,11,44,957 97,72,992

Expenditure 1,02,51,262 89,28,405

Profit before tax 8,93,695 8,44,587

Provision fortax (including deferred tax) 4,53,939 4,21,914

Profit after tax 4,39,757 4,22,673

Balance carried forward to Balance Sheet (9,44,81,791) (9,49,21,548)

REVIEW OF OPERATIONS & BUSINESS UPDATE

KEY FINANCIAL HIGHLIGHTS

Your company has recorded revenue of Rs 1.11 crores in financial year 2013-14 as compared to Rs 97.72 lacs in financial year 2012-13 an increase of 14% The gross operating profit has also increased to Rs 8.93 lacs from Rs 8.44 lacs an increase of 6%. The profit after tax has also recorded an increase of 4.05 % i.e. Rs 4.39 lacs from Rs 4.22 lacs.

FUTURE OUTLOOK

With the emergence of new government with full majority after 30 year without any coalition, your company expects that economy will grow at a faster pace and various new reforms for the upliftment of the Real estate sector will be seen in near future. Your company believes that new government to be formed under the dynamic leadership of Mr. Narender Modi will create business friendly environment with clear policies, easy tax laws, and overall development of Indian infrastructure. Further rapid infrastructure development even in smaller towns, with quick finance and improved standards of living will keep pushing up the demand of housing projects.

DIVIDEND

In view of accumulated losses, the Directors do not recommend any dividend during the year.

PUBLIC DEPOSITS

The Company has not invited or accepted any deposits from the public.

DIRECTORS

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and Article 96 of the Articles of Association of the Company, Mr. Manoj Gupta (DIN: 00061630) and Mr. Deepak Jalan (DIN:01610473), Directors of the company, retire by rotation atthe ensuing Annual General Meeting of the Company, and being eligible, offer themselves for reappointment.

Brief resumes of the Directors seeking reappointment, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing

Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance, forming part of the Annual Report.

LISTING AT STOCK EXCHANGES

The Equity Shares of the Company continue to remain listed with the Bombay Stock Exchange Limited (BSE) and the Delhi Stock Exchange Limited (DSE). The listing fees payable to both the exchanges for the financial year 2014-15 has been paid.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

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 Certificate from a Practicing Chartered Accountant, certifying Company''s compliance with the requirements of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is annexed to the Corporate Governance Report.

AUDITORS & AUDITORS'' REPORT

Srivastava Kumar & Co., Chartered Accountants, (Firm Registration No. 011204N),Statutory Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, The Board recommends their re-appointment for balance term of 3 years.The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further explanation.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

A)CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING ETC

In absence of any manufacturing activities, no details have been given as required under Section 217(1) (e) of the Companies Act, 1956 and the rules framed there under.

Foreign Exchange earnings/outgo: NIL

B) PARTICULARS OF EMPLOYEES

None of the employees of the company are in receipt of remuneration exceeding the limit as prescribed under Section 217 (2A) of theCompaniesAc1956.

DIRECTORS''RESPONSIBILITY STATEMENT

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

1. That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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 and of the profit 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 have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Dalip Singh Dasila Managing Director

New Delhi Vishnu Gopal Rajgarhia

May 19, 2014 Director

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Mar 31, 2012

To The Members of Wellesley Corporation Limited

(Formerly Known as Usha Housing Development Company Limited)

The Directors have pleasure in presenting the 2131 Annual Report together with Audited Balance Sheet of the Company as at 31st March, 2012 and the Profit and Loss Account for the year ended on that date and Auditor's Report thereon.

FINANCIAL HIGHLIGHTS (Figures in Rupees)

Particular Financial Year ended Financial Year ended 31.3.2012 31.3.2011

Income 39,63,858 95,00,723

Expenditure 32,24,005 93,60,893

Profit before tax 7,39,853 1,39,830

Provision fortax (including deferred tax) 3,73,329 37,847

Profit aftertax 3,66,524 101,983

Balance carried forward to Balance Sheet (9,53,44,221) (9,57,10,745)

DIVIDEND

In view of accumulated losses, the Directors do not recommend any dividend during the year.

OPERATION AND FUTURE OUTLOOK

The year 2011-12 remained a very busy and happening year for your company. The company has expanded its business to include in its kitty trading activities of products such as chocolates, beauty and barter trade along with the real estate business.

Your company believes that these sectors have immense potential and entering into the same should help your company to establish and grow in a speedy manner.

By this diversification of business your company has recorded 259% increase in its net profit, inspite of the fact that the total turnover has gone down from Rs 95 lacs to Rs 39 lacs .profit after tax has gone up from Rs 1.01 lacs to Rs 3.66 lacs.

This year has been a good one, but it's just a beginning for establishing and increasing its market share vis-a vis from big players in the industry .The company has to go a long way with unique systems, procedures and strong business strategies.

Inspite of all this still the Company has accumulated losses of more than fifty percent of its net worth as at the end of financial year 31st March,2012.

DIRECTORS

Mr. Sanjeev Saxena and Mr Sapan Mohan Garg retire by rotation and being eligible offer themselves for re-appointment. DEPOSITS

The Company has not invited or accepted any deposits from the public.

PARTICULARS OF EMPLOYEES

None of the employees of the company is in receipt of remuneration exceeding the limit as prescribed under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

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

1. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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 and of the profit 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 have prepared the annual accounts for the financial year ended 31st March, 2012 on a going concern basis. AUDITORS

Srivastava Kumar & Co., Chartered Accountants, (Firm Registration No. 011204N), Statutory Auditors of the Company hold office up to the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received communication from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956. They are proposed to be appointed as Auditors of the Company for the financial year 2012-13.

AUDITOR REPORT

The Company has accumulated losses of more than fifty percent of its net worth as at the end of financial year 31st March, 2012. However the company has not incurred cash losses during the financial year.

CORPORATE GOVERNANCE

The principles of Corporate Governance are followed by the Company. As required under clause 49 of the Listing Agreement, Corporate Governance Report along with the necessary certificates and Management Discussion and Analysis Report are annexed as Annexure I & II and form an integral part of this Annual Report.

LISTING ARRANGEMENTS

The Company is listed at Bombay and Delhi Stock Exchanges. The Company has paid listing fee to the Bombay and Delhi Stock Exchanges for the financial year 2012-13.

DEMATERIALIZATION OF SHARES

As on date the company's shares are in Physical Form. The Company had made application to the Central Depository Services Limited for dematerialization of its securities. The application was rejected by the Depository on the ground that the net worth of the Company has been eroded by more than 50%.

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING ETC

In absence of any manufacturing activities, no details have been given as required under Section 217(1) (e) of the Companies Act, 1956 and the rules framed there under. Foreign Exchange earnings / outgo: NIL.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep appreciation for the continued support received from the business associates of the Company.

For and on behalf of the Board of Directors Wellesley Corporation Limited

Dated: 07.08.2012 Dalip Singh Dasila Deepak Jalan

Place: New Delhi Managing Director Director

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Mar 31, 2010

The Directors have pleasure in presenting the Annual Report together with Audited Balance Sheet of the Company as at 31st March, 2010 and the Profit and Loss Account for the year ended on that date and Auditors Report thereon.

FINANCIALS HIGHLIGHTS (Amount in Rupees)

Particular Financial Year Financial Year

ended 31.3.2010 ended 31.3.2009

Income 7,66,864 4,64,040

Expenditure 7,27,715 2,14,2111

Profit before tax 39,149 (16,78,071)

Provision for tax (including deferred tax) (85,94,754) -

Profit after tax 86,33,903 (16,78,071)

Balance carried forward to Balance Sheet (9,58,12,728) (10,44,46,631)

DIVIDEND

In orderto conserve funds fortaking up execution of projects and expansion programme, the Directors do not recommend any dividend during the year.

OPERATION AND FUTURE OUTLOOK

Usha Housing Development Company Limited is in the business of real estate development, construction and facility management service. The Company has not executed any major projects during the year and the turnover mostly consists of receipts on account of rent and property maintenance fees. In view of the revival sign in the real estate market, management of the Company is planning to raise funds through out of court settlement of its disputed assets and then utilizing the funds to execute new projects.

The Company has accumulated losses of more than fifty percent of its net worth as at the end of financial year 31st March, 2010. However the Company has not incurred cash losses during the financial year.

DIRECTORS

Dr. M. C. Gupta and Mr Amar Singh retire by rotation and being eligible offers himself for re-appointment.

DEPOSITS

The Company has not invited or accepted any deposits from the public.

PARTICULARS OF EMPLOYEES

None of the employees of the company is in receipt of remuneration exceeding the limit as prescribed under Section 217

(2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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 and of the profit or 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 have prepared the annual accounts for the financial year ended 31st March, 2010 on a going concern basis.

AUDITORS

Srivastava Kumar & Co., Chartered Accountants, Statutory Auditors of the Company, hold office up to the conclusion to the ensuing Annual General Meeting. The company has received communication fromthemto the effect that theirappointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

The SEBI has issued a Circular directing the Stock Exchanges for various amendments to the Listing Agreement(s), which inter-alia, make it incumbent for the Listed Companies to appoint only those auditors who have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and who hold a valid certificate issued by the "Peer Review Board" of the said Institute. The aforesaid auditors have assured us thatthey will soon betaking up the issue of peer review process of their firm with the Institute to obtain the requisite Certificate to fall in line with the SEBI Circular. Your Directors agree with the proposal of the Auditors and accordingly propose their appointment as Auditors of the Company for the financial year 2010-11.

AUDITOR REPORT

The observation of the Auditors in their Report to the members on the Annual Accounts for the period ended on 31.03.2010 have been explained in Schedule-8 in the notes to accounts attached to the Annual Accounts which is self-explanatory.

CORPORATE GOVERNANCE

The principles of Corporate Governance are followed by the Company. As required under clause 49 of the Listing Agreement, Corporate Governance Report alongwith the necessary certificates and Management Discussion and Analysis Report are annexed as Annexure I & II and form an integral part of this Annual Report.

LISTING ARRANGEMENTS

The Company is listed at Bombay and Delhi Stock Exchanges. The Delhi Stock Exchange Limited has already revoked the suspension of the securities of the Company w.e.f. 12.10.2009. The Company has paid listing fee to the Delhi Stock Exchange up to March, 2010.The Company has also approached the Bombay Stock Exchange Limited for revocation of suspension in the trading of securities of the Company and submitted the papers/documents pertaining to earlier non- compliances to the Exchange.

The case of the Company for revocation of suspension of its securities is underactive consideration of the Bombay Stock Exchange Limited and that the Company will pay the listing fee alongwith the arrears soon on receipt of the in-principle approval of the Exchange..

DEMATERIALIZATION OF SHARES

As on date the companys shares are in Physical Form. As the Delhi Stock Exchange Limited has revoked the suspension of the securities of the Company and also submitted the papers/documents pertaining to the earlier compliances to the Bombay Stock Exchange Limited for revocation of the suspension of the securities, the Company has also initiated active steps for dematerialization its securities and is in the process of making requisite applications to the Depositories forthe same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ETC

In absence of any manufacturing activities, no details have been given as required under Section 217(1) (e) of the Companies Act, 1956 and the rules framed there under.

Foreign Exchange earnings / outgo: NIL.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep appreciation for the continued support received from the business associates of the Company.



For and on behalf of the Board of Directors

For Usha Housing Development Company Limited

Dated : 29.04.2010 Dr. M. C. Gupta Deepak Jalan

Place : New Delhi Director Director

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Mar 31, 2009

The Directors have pleasure in presenting the Annual Report together with Audited Balance Sheet of the Company as at 31st March, 2009 and the Profit and Loss Account for the year ended on that date and Auditors Report thereon.

FINANCIAL HIGHLIGHTS Particulars Financial Year Financial Year ended 31.3.2009 ended 31.3.2008

Income 4,64,040 2,41,940

Expenditure 21,03,698 2,07,889

Profit before tax (16,78,071) (66,307)

Fringes benefit tax & provision for current tax 0 0

Profit after tax (16,78,071) (66,307)

Balance carried forward to Balance Sheet (10,44,46,631) (10,27,68,560)



DIVIDEND

In view of the accumulated losses incurred by the Company, the Directors do not recommend any dividend during the year.

OPERATION AND FUTURE OUTLOOK

Usha Housing Development Company Limited is in the business of real state development, construction and facility management service. In view of market recession, company has not executed any projects during the year and accordingly there is no turnover except receipts on account of rent and property maintenance Fees.

The company has accumulated losses of more than fifty percent of its net worth as at the financial year 31st March, 2009 and the company has incurred cash losses during such financial year and also in the financial year immediately preceding financial year.

In spite of the pending legal cases, suspension of listing from Bombay Stock Exchange and Delhi Stock Exchange, Management of the company is of the opinion that company is a going concern as the management is trying its best to recover of the pending dues and is taking suitable steps for revival of the company.

DIRECTORS

Mr. Deepak Jalan retires by rotation and being eligible offers himself for re-appointment. Shri Sapan Mohan Garg, Shri Sanjeev Saxena and Shri Manoj Gupta have joined the Board from 29.07.2009. All these additional directors hold office upto the date of forthcoming Annual General Meeting of the Company. We have received notices from them under section 257 of the Companies Act, 1956, proposing their candidature for appointment as directors of the Company.

DEPOSITS

The Company has not invited or accepted any deposits from the public.

PARTICULARS OF EMPLOYEES

None of the employees of the company is in receipt of remuneration exceeding the limit as prescribed under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS RESPONSD3ILITY STATEMENT

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

l.that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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 and of the profit or 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 have prepared the annual accounts for the financial year ended 31st March, 2009 on a going concern basis.

AUDITORS

Srivastava Kumar & Co., Chartered Accountants, Statutory Auditors of the Company, hold office up to the conclusion to the ensuing Annual General Meeting. The company has received communication from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. They are proposed to be appointed as Auditors of the Company for the financial year 2009-10.

AUDITOR REPORT

The observations of the Auditors in their report to the members on the Annual Accounts for the period ended on 31.03.2009 have been explained in Schedule-6 in the notes to accounts attached to the Annual Accounts, which are self explanatory.

CORPORATE GOVERNANCE

The principles of Corporate Governance are followed by the company. As required under clause 49 of the Listing Agreement, Management Discussion and Analysis Report, Corporate Governance Report and the Auditors Certificate regarding the same is annexed forms an integral part of this Annual Report.

DEMATERIALIZATION OF SHARES

As on date the companys shares are in Physical Form. The Company having approached the Delhi Stock Exchange Limited under the Amnesty scheme is taking active steps for dematerializing its securities and is proposing to apply to the Depositories for the same.

LISTING ARRANGEMENTS

The companys shares are listed with the Bombay Stock Exchange Limited and Delhi Stock Exchange Limited. The securities of the Company are under suspension and are not traded at the Stock Exchanges. The. Company has applied to the Delhi Stock Exchange Limited under the "Amnesty Scheme to listed Companies" and submitted the requisite papers/documents alongwith the dues of listing fee. We are hopeful of revocation of the suspension of the securities of the Company by the Exchange and are awaiting approval of the exchange.

We are also taking active steps for approaching the Bombay Stock Exchange Limited and are in the process of getting the suspension of the securities revoked by the Exchange also. We will settle the dues and make compliance with the Listing Agreement of the Bombay Stock Exchange Limited.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ETC

In absence of any manufacturing activities, no details have been given as required under Section 217(1) (e) of the Companies Act, 1956 and the rules framed there under.

Foreign Exchange earnings / outgo: NIL.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep appreciation for the continued support received from the business associates of the Company.

For and on behalf of the Board of Directors For Usha Housing Development Company Limited

Dr. Mam Chand Gupta Deepak jalan Director Direeror

Dated: 29.07.2009 Place: New Delhi