DIRECTORS' REPORT

Dear Members,

Your Directors have pleasure in presenting the 25th Annual Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March 2015.

OPERATIONS

The sales and other income for the year were Rs. 8960.00 Lakhs and the net loss of Rs. 1926.87 Lakhs as compared to Rs. 11112.57 Lakhs of sales and other income and net profit of Rs. 198.26 Lakhs achieved in the last financial year respectively.

PERFORMANCE AND FUTURE OUTLOOK

Performance of your Company did not meet the expectations due to various factors that include recurring and persisting problems of power shortage, general economic slow down and other contributory factors like unanticipated reduction in other income and these had severely impacted its operations to a great extent. Adverse market environment is considered greatly responsible for lower turnover achieved by the Company as compared to the expectations and it dented its bottom line, which too remained much below the projected forecast.

Due to consistent pressure on operations, continuous stress on liquidity due to prevailing adverse market environment the overall impact on Company's liquidity position has remained under stress.

The industry is witnessing all around growth in the global scenario, which is coupled with rise in demand in the housing and infrastructure. Changing life styles and people's acumen to opt for sophisticated standards are the key factors in its growth pattern too. These factors will help the Company to achieve its projected growth out lined for the future.

EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act,2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT-9 is a part of this Annual Report is enclosed as Annexure - I

MEETINGS OF THE BOARD

The Board of Directors duly met seven times during the financial year from 1st April 2014 to 31ts March 2015. The dates on which the meetings were held as follows:

11th April 2014, 28th May 2014, 24th July 2014, 12th August 2014, 7th November 2014, 11th February 2015, and 28th March 2015.

DIRECTORS

As per the provisions of Section 149 and 152 of the Companies Act,2013,the shareholders at their 24th Annual General Meeting held on 30th September,2014, had approved the re-appointment of all the existing Independent Directors of the Company for tenure up to five consecutive years. None of the Independent Directors are liable to retire by rotation.

In accordance with Section 149 (7) of the Companies Act, 2013, each Independent Director has confirmed to the Company that he or she meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

During the year Shri K Bhupal Reddy, Independent Director of the Company resigned with effect from 11th February 2015 due to his pre-occupation. The Board places on record its deep appreciation for the valuable contribution made by him during his tenure as Director of the Company.

In accordance with Article 111 of the Company's Articles of Association, read with Section 152 of the Act, Shri R.Malhotra, Whole-time Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. A brief profile of Shri R Malhotra is given in the Corporate Governance section of Annual Report for reference to the shareholders.

In accordance with the provisions of the Companies Act, and listing agreement, Company has to appoint Women Director. The Company appointed Smt. Kamini Gupta, as Independent Director with effect from 11th February,2015.

KEY MANAGEMENT PERSONNEL

Shri S.Nagarajan, Company Secretary, is the Key Management Personnel of the Company in terms of the provisions of the Companies Act,2013.

APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The assessment and appointment of members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board member is also assessed on the basis of independence criteria defined in Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

In accordance with Section 178(3) of the Companies Act, 2013, Clause 49 (IV) (B) of the Listing Agreement and on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached as an annexure to the Corporate Governance Report.

BOARD EVALUATION

In accordance with the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out evaluation of its own performance, the performances of Committees of the Board, namely, Audit Committee, Risk Management Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee and also the Directors. The manner in which the evaluation was carried out and the process adopted has been mentioned out in the Report on Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3) (C) and 134(5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgment 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 have 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 on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

STATUTORY AUDITORS

The Shareholders at their 24th Annual General Meeting (AGM) held on 30th September 2014, approved the re­appointment of M/S. Laxminiwas & Co., Chartered Accountants, as Statutory Auditors of the Company, to hold office from the conclusion of the 24th AGM up to the conclusion of the 27th AGM to be held in the year 2017.

In terms of first proviso of Section 139 of the Companies Act, 2013, the appointment of Statutory Auditor is subject to ratification by the Shareholders at every subsequent AGM. Accordingly, the Statutory Auditors, M/S.Laxminiwas & Co., Chartered Accountants, have confirmed their eligibility under Section 141 of the Companies Act, 2013, Rule 4 of the Companies (Audit and Auditors) Rules,2014 and Clause 41(1)(h) of the Listing Agreement.

The Audit Committee and the Board of Directors recommend the appointment of M/S. Laxminiwas & Co., Chartered Accountants, as Statutory Auditors of the Company from the conclusion of 25th AGM till the conclusion of 26th AGM, to the Shareholders for ratification.

The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board has appointed Mr. Ajay Kishen, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditor is enclosed herewith vide Annexure II of this Report.

Certain observations made in the report with regard to non filing of some forms were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the Company would ensure in future that all the provisions are complied to the fullest extent.

Basing on the consent received from Mr. Ajay Kishen, Practicing Company Secretary and the recommendations of the Audit Committee, the Board has appointed Mr. Ajay Kisen, Practicing Company Secretary, as Secretarial Auditor of the Company for the financial year 2015-2016.

PARTICULARS OF LOANS GUARANTEES, OR INVESTMENTS

The Company has not granted any loans, investments, guarantees and securities

RELATED PARTY TRANSCATIONS

All related party transactions that were entered into during the financial tear were on arm's length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature.

None of the Directors have any pecuniary relationship or transactions with the Company, except payments made to them in the form of remuneration, rent, sitting fees and interest on unsecured loans.

The Company has not entered into any contracts/arrangements with related parties referred to Section 188(1) of the Companies Act, 2013 including certain arm length transaction during the year. Accordingly, no disclosure or reporting is required covered under this Section.

RESERVES

During the year your Company has not transferred any amount to General Reserve Account

DIVIDEND

The Board of Directors of your Company has not recommended any dividend for the financial year 2014-2015.

During the year dividend amounting to Rs. 3,70,782.75 that had not been claimed by the Shareholders for the year ended 31st March 2007 was transferred to the credit of Investor Education and Protection Fund as required under Section 124 read with Section 125 of the Companies Act 2013.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

There are no major material changes and commitments affecting the financial position of the Company after the end of the financial year and up to date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHAGE EARNIGS AND OUTGO

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 1956, read with Companies (Accounts) Rules, 2014 are enclosed as Annexure III.

RISK MANAGEMENT POLICY

The Company has constituted a Risk Management Committee. The details of constitution of the Committee and its terms of reference are set out in the Report on Corporate Governance. The Company has formulated

a Risk Management Policy under which various risks associated with the business operations are identified and risk mitigation plans have been put in place.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company fully acknowledges its social responsibilities being a conscientious corporate citizen and fully believes in discharging its obligations to the society at large. The Company sees this as an opportunity that shall play a pivotal role in helping the society and thus it continues to make concerted efforts in its work towards transformation of communities surrounding its work place as its humble contribution to the society.

CHANGES IN THE NATURE OF BUSINESS

During the year, there was no changes in the nature of business of the Company.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, the Company does not have any subsidiaries, joint ventures or associate Companies

FIXED DEPOSITS

The Company has not accepted or invited any Deposits covered under Chapter V of the Companies Act, 2013. and, a such, no amount of principal or interest was outstanding as on the date of the Balance Sheet. Accordingly, no disclosure or reporting is required in respect of details relating to deposits covered under this Chapter.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/ REGULATORS

During financial year 2015, there were no significant and / or material orders, passed by any Court or Regulator or Tribunal, which you may impact the going concern status or the Company's operations in future.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has adequate Internal Financial Controls commensurate with the nature of business and size of operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. .

The Company has its own corporate internal audit function to monitor and assess the adequacy and effectiveness of the Internal Financial Controls and system across all key processes covering various locations. Deviations are reviewed periodically and due compliance ensured. The Internal Audit findings are discussed and suitable corrective actions are taken as per the directions of Audit Committee on on-going basis to improve efficiency in operations. The Audit Committee reviews adequacy and effectiveness of the Company's internal financial control systems and monitors the implementation of audit recommendations.

VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act,2013, a vigil Mechanism for Directors and employees to report genuine concerns has been established. It also provides for necessary safeguards for protection against victimization for whistle blowing in good faith.

CORPORATE GOVERNANCE

The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance duly audited is appended as Annexure IV for information of the Members. A requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, is appended as Annexure V for information of the Members.

ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking utmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government.

We would like to place on record out appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Compliance Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. During the year 2014-2015, there were no complaints received by the Committee.

PARTICLULARS OF EMPLOYEES

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.is appended as Annexure VI to this Report.

During the year NONE of the employees have received remuneration more than the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

CODE OF CONDUCT

Your Company has laid down a Code of Conduct for all Board Members and senior management of the Company. In pursuance of Clause 49 of the listing agreement, the declaration by the Managing Director of the Company affirming compliance with the Code of Conduct by the Directors and senior management personnel forms part of Corporate Governance Report.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. You Directors also wish to thank all the executives, staff and workers for their contribution and continued support throughout the year.

For and on behalf of the Board

Vijay Kumar Gupta

Chairman & Managing Director

Place : Secunderabad

Date : 22nd July, 2015

 Registered Office : Surya Towers, Ground Floor, 104, Sardar Patel Road, Secunderabad - 500 003