Directors Report of Bhagyodaya Infrastructure Development Ltd.

Mar 31, 2014

Dear Members,

The Directors have the pleasure in presenting the Annual Report of your Company for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

Current Year Previous Year 2013-14 (Rs.) 2012-13 (Rs.)

Income 83,60,227 7,12,11,135

Expenditure 3,26,96,190 7,52,24,318

Profit/(Loss) Before Tax (2,43,35,964) (40,13,183)

Less: Provision for Taxation - -

Less: Deferred Tax (73,21,949) (11,38,999)

Profit/(Loss) After Tax (1,70,14,015) (28,74,184)

Balance as per previous year 85,46,080 1,14,20,264

Balance carried to the Balance Sheet (84,67,935) 85,46,080

OPERATIONS

During the year ended 31st March 2014, the income decreased to Rs. 83,60,227/- as compared to Rs. 7,12,11,135/- for the previous year in view of suspension of operations due to regulatory requirements. The Company has incurred net loss for the year Rs. 1,70,14,015/- as compared to net loss of Rs. 28,74,184/- in the previous year.

Your Company has all the projects in Mumbai and in view of delay in approvals the year in retrospect was subdued which impacted the business as also new projects showed a marked delay in launching.

DIVIDEND

In view of loss for the year, your directors do not recommend any dividend for the year ended 31st March, 2014.

Due to the aforesaid facts the Company has also requested to preference shareholders for waiver of dividend for the financial year under review which were duly approved by them.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is attached herewith as Annexure I and forms part of this report inter alia adequately deals with the operation and current and future outlook of the Company.

CORPORATE GOVERNANCE

Your company has been practicing the principle of good corporate governance. It has evolved over the years in your Company not just for the regulatory requirements but on account of sound management practices and for enhancing customer satisfaction.

As required under clause 49 of the Listing Agreement with the Stock Exchange, the Report on Corporate Governance regarding compliance of the code of Corporate Governance along with a certificate from Practicing Company Secretaries is attached herewith as Annexure II and form part of this report.

PARTICULARS OF EMPLOYEES

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not applicable.

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

Your Company is not covered by the schedule of industries which are required to furnish the information required in Form A pursuant to Section 217(1)(e) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. The Company has not imported any technology or carried out any business of export or import and therefore the disclosure requirement against technology absorption are not applicable. The details of Foreign Exchange outgo are as under:-

Value of imports of Capital Goods on c.i.f. basis for the year under review is Rs. Nil (Previous year Rs. Nil).

DIRECTORS

Shri Naman Shah and Shri Sanjiv Bansal, Directors of the Company, who retires by rotation at the Annual General Meeting of the Company and being eligible offers himself for re-appointment.

DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following;

* that in the preparation of the annual accounts, the applicable accounting standards have been followed;

* that the Directors have 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 as at 31st March, 2013 and of the profits of the Company for that year;

* that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

AUDITORS

M/s. Sharp and Tannan, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re- appointment. The Company has received the letter under Section 224 (1B) of the Companies Act, 1956, stating that if appointed, their appointment will be within the prescribed limits. Your Directors recommend their appointment.

AUDITORS REPORT

The observations, if any, made in the Auditors'' Report read with the relevant notes as given in Notes on Accounts are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

DEPOSITS

The Company has not accepted any deposit as covered under Section 58A of the Companies Act, 1956 read with the Companies (Acceptances of Deposits) Rules, 1975, during the year under review.

ACKNOWLEDGEMENTS

Your Directors take the opportunity to express deep sense of gratitude to the Central and State Government, Bankers, Customers and Shareholders.

For and on behalf of the Board of Directors

Place: Mumbai Date : 27th May, 2014 Director Director

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Mar 31, 2013

Dear Shareholders,

The Directors have the pleasure in presenting the Annual Report of your Company for the financial year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

Current Year Previous Year 2012-13 (Rs.) 2011-12 (Rs.)

Income 7,12,11,135 12,50,29,447

Expenditure 7,52,24,318 12,37,89,614

Profit/(Loss) Before Tax (40,13,183) 12,39,833

Less: Provision for Taxation - 2,37,000

Less: Deferred Tax (11,38,999) 3,86,722

Profit/(Loss) After Tax (28,74,184) 6,16,111

Balance as per previous year 1,14,20,264 1.08,04,153

Balance carried to the Balance Sheet 85,46,080 1,14,20,264

OPERATIONS

During the year ended 31st March 2013, the income decreased to Rs. 7,12,11,135/- as compared to Rs. 12,50,29,447/- for the previous year in view of suspension of operations due to regulatory requirements. The Company has incurred net loss for the year Rs. 28,74,184/- as compared to net profit of Rs. 6,16,111/- in the previous year.

Your Company has all the projects in Mumbai and in view of delay in approvals the year in retrospect was subdued which impacted the business as also new projects showed a marked delay in launching.

DIVIDEND

In view of loss for the year, your directors do not recommend any dividend for the year ended 31st March, 2013.

Due to the aforesaid facts the Company has also requested to preference shareholders for waiver of dividend for the financial year under review which were duly approved by them.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is attached herewith as Annexure I and forms part of this report inter alia adequately deals with the operation and current and future outlook of the Company.

CORPORATE GOVERNANCE

Your company has been practicing the principle of good corporate governance. It has evolved over the years in your Company not just for the regulatory requirements but on account of sound management practices and for enhancing customer satisfaction.

As required under clause 49 of the Listing Agreement with the Stock Exchange, the Report on Corporate Governance regarding compliance of the code of Corporate Governance along with a certificate from Practicing Company Secretaries is attached herewith as Annexure II and form part of this report.

PARTICULARS OF EMPLOYEES

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not applicable.

DIRECTORS

Mr. Arvind Kiran, Director of the Company, who retires by rotation at the Annual General Meeting of the Company and being eligible offers himself for re-appointment.

DIRECTOR RESPOSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following;

- that in the preparation of the annual accounts, the applicable accounting standards have been followed;

- that the Directors have 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 as at 31s March, 2013 and of the profits of the Company for that year;

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

AUDITORS

M/s. Sharp and Tannan, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-appointment. The Company has received the letter under Section 224 (1B) of the Companies Act, 1956, stating that if appointed, their appointment will be within the prescribed limits. Your Directors recommend their appointment.

AUDITORS REPORT

The observations, if any, made in the Auditors'' Report read with the relevant notes as given in Notes on Accounts are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

DEPOSITS

The Company has not accepted any deposit as covered under Section 58A of the Companies Act, 1956 read with the Companies ( Acceptances of Deposits ) Rules, 1975, during the year under review.

ACKNOWLEDGEMENTS

Your Directors take the opportunity to express deep sense of gratitude to the Central and State Government, Bankers, Customers and Shareholders.

For and on behalf of the Board of Directors

Place: Mumbai Naman Shah Sanjiv Bansal

Date : 30th May, 2013 Director Director

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Mar 31, 2012

The Directors have the pleasure in presenting the Annual Report of your Company for the financial year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

Current Year Previous Year 2011-12 (Rs.) 2010-11 (Rs.)

Income 12,50,29,447 18,56,53,706

Expenditure 12,37,89,614 18,48,76,366

Profit Before Tax 12,39,833 7,77,340

Less: Provision for Taxation 2,37,000 1,45,000

Less: Deferred Tax 3,86,722 3,30,213

Add: Earlier Year Tax written back - (4,56,945)

Profit After Tax 6,16,111 7,59,072

Balance as per previous year 1.08,04,153 1,00,45,081

Balance carried to the Balance Sheet 1,14,20,264 1,08,04,153

OPERATIONS

During the year ended 31st March 2012, the income decreased to Rs. 12,50,29,447/- as compared to Rs. 18,56,53,706/- for the previous year in view of suspension of operation at two of its project out of four due to regulatory requirements. The Net Profit for the year was Rs. 6,16,111/- as compared to Rs. 7,59,072/- in the previous year.

Our Company is also not an exception in the industry and facing pressure of high inflation and sluggish market conditions coupled with rising labour and material cost over and above interest rates impacted the industry as a whole. Our most of the projects are based in Mumbai and are under pressure due to new norms of constructions and regulatory spectator. We are keeping pace of work with growth and sustainability for the years to come.

DIVIDEND

Due to inadequacy of profit and conserve financial resources for the company's future operations, your directors do not recommend any dividend for the year ended 31st March, 2012.

In view of the aforesaid facts the Company has also requested to preference shareholders for waiver of dividend for the financial year under review which were duly approved by them.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is attached herewith as Annexure I and forms part of this report inter alia adequately deals with the operation and current and future outlook of the Company.

CORPORATE GOVERNANCE

Your company has been practicing the principle of good corporate governance. It has evolved over the years in your Company not just for the regulatory requirements but on account of sound management practices and for enhancing customer satisfaction.

As required under clause 49 of the Listing Agreement with the Stock Exchange, the Report on Corporate Governance regarding compliance of the code of Corporate Governance along with a certificate from Practicing Company Secretaries is attached herewith as Annexure II and form part of this report.

PARTICULARS OF EMPLOYEES

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not applicable.

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

Your Company is not covered by the schedule of industries which are required to furnish the information required in Form A pursuant to Section 217(1)(e) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. The Company has not imported any technology or carried out any business of export or import and therefore the disclosure requirement against technology absorption are not applicable. The details of Foreign Exchange outgo are as under :-

Value of imports of Capital Goods on c.i.f. basis for the year under review is Rs. Nil ( Previous year Rs. 2,66,70,832/-).

DIRECTORS

Mr. Abdeali Mamaji, Director of the Company, who retires by rotation at the Annual General Meeting of the Company and being eligible offers himself for re-appointment.

DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following;

- that in the preparation of the annual accounts, the applicable accounting standards have been followed;

- that the Directors have 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 as at 31st March, 2012 and of the profits of the Company for that year;

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

AUDITORS

M/s. Sharp and Tannan, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-appointment. The Company has received the letter under Section 224 (1B) of the Companies Act, 1956, stating that if appointed, their appointment will be within the prescribed limits. Your Directors recommend their appointment.

AUDITORS REPORT

The observations, if any, made in the Auditors' Report read with the relevant notes as given in Notes on Accounts are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

DEPOSITS

The Company has not accepted any deposit as covered under Section 58A of the Companies Act, 1956 read with the Companies ( Acceptances of Deposits ) Rules, 1975, during the year under review.

ACKNOWLEDGEMENTS

Your Directors take the opportunity to express deep sense of gratitude to the Central and State Government, Bankers, Customers and Shareholders.

By Order of the Board of Directors For Bhagyodaya Infrastructure Development Limited

S. R. Soni CFO & CS

Place: Mumbai Date : 30th May, 2012

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Mar 31, 2011

Dear Shareholders,

The Directors have the pleasure in presenting the Annual Report of your Company for the financial year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

As on As on 31st March, 31st March, 2011 (Rs.) 2010(Rs.)

Income 18,51,75,805 8,86,25,400

Expenditure 18,43,98,465 8,25,85,225

Profit Before Tax 7,77,340 60,40,175

Less: Provision for Taxation 1,45,000 13,63,000

Less: Deferred Tax 3,30,213 4,25,123

Add: Earlier Year Tax written back (4,56,945) -

Profit After Tax 7,59,072 42,52,052

Balance as per last year 1,00,45,081 57,93,030

Balance carried to the Balance Sheet 1,08,04,154 1,00,45,081

OPERATIONS

For the year ended 31st March 2011, the Income grew to Rs. 18,51,75,805/- as compared to Rs.8,86,25,400/- for the previous year. The Net Profit for the year was Rs.7,59,072/- as compared to Rs. 42,52,052/- in the previous year.

CAPITAL ISSUE

During the year, your Company has reclassify and increase authorised share capital from Rs. 10,00,00,000 divided into 99,50,000 Equity Shares of Rs. 10 each and 5,000 Preference Share of Rs. 100 each to Rs. 20,00,00,000 divided into 1,00,00,000 Equity Shares of Rs. 10 each and 1,00,00,000 Preference Share of Rs.10 each.

Your Company has issued 60,00,000 4% Redeemable Preference Share of Rs. 10/- each fully paid-up on preferential basis.

DIVIDEND

With a view to conserve financial resources for the company's future operations, your directors do not recommend any dividend for the year ended 31st March 2011.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is attached herewith as Annexure I and forms part of this report inter alia adequately deals with the operation and current and future outlook of the Company.

CORPORATE GOVERNANCE

Your company has been practicing the principle of good corporate governance. It has evolved over the years in your Company not on account sound management practices and for enhancing customer satisfaction.

As required under clause 49 of the Listing Agreement with the Stock Exchange, the Report on Corporate Governance regarding compliance of the code of Corporate Governance is attached herewith as Annexure II and form part of this report.

PARTICULARS OF EMPLOYEES

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 form part of this report.

However, as per the provisions of Section 219(1)(b) of the Companies Act, 1956 the report and accounts are being circulated to the shareholders do not include the Statement of Particulars of Employees under Section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office.

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

Your Company is not covered by the schedule of industries which are required to furnish the information required in Form A pursuant to Section 217(1)(e) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. The Company has not imported any technology or carried out any business of export or import and therefore the disclosure requirement against technology absorption are not applicable. The details of Foreign Exchange outgo are as under :-

Value of imports of Capital Goods on c.i.f. basis for the year is Rs.2,,66,70,832/- .

DIRECTORS

Mr. Gaurav Mehra, Director of the Company, who retires by rotation at the Annual General Meeting of the Company and being eligible offers himself for re-appointment.

DIRECTOR RESPOSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following;

- that in the preparation of the annual accounts, the applicable accounting standards have been followed;

- that the Directors have 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 as at 31st March, 2010 and of the profits of the Company for that year;

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

AUDITORS

M/s. Sharp and Tannan, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re- appointment. The Company has received the letter under Section 224 (1B) of the Companies Act, 1956, stating that if appointed, their appointment will be within the prescribed limits. Your Directors recommend their appointment.

AUDITORS REPORT

The observations, if any, made in the Auditors' Report read with the relevant notes as given in Notes on Accounts are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

DEPOSITS

The Company has not accepted any deposit as covered under Section 58A of the Companies Act, 1956 read with the Companies ( Acceptances of Deposits ) Rules, 1975, during the year under review.

ACKNOWLEDGEMENTS

Your Directors take the opportunity to express deep sense of gratitude to the Central and State Government, Bankers, Customers, and Shareholders.

For and on behalf of the Board of Directors

Naman Shah Sanjiv Bansal Director Director

Place: Mumbai Date : 30th May, 2011

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Mar 31, 2010

The Directors have the pleasure in presenting the Annual Report of your Company for the financial year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

As on As on

31st March, 2010 31st March 2009

Income 88,625,400 17,941,097

Expenditure 82,585,225 14,439,664

Profit Before Tax 6,040,175 3,501,433

Less: Provision for Taxation 1,788,123 1,571,508

Profit After Tax 4,252,052 1,929,925

DIRECTORS

Mr. Arvind Kiran, Director of the Company, who retires by rotation at the Annual General Meeting of the Company and being eligible offers himself for re-appointment.

CORPORATE GOVERNANCE

In view of fact that the total paid up equity share capital of the Company is below threshold limit, the provisions of clause 49 of Listing Agreement with respect to Corporate Governance are not applicable. However, our Company believes in transparency and governance standard in the industry.

DIVIDEND

With a view to conserve financial resources for the companys future operations, your directors do not to recommend any dividend for the year ended 31st March 2010.

AUDITORS

M/s. I. Qureshi & Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re- appointment. The Company has received the letter under Section 224 (1B) of the Companies Act, 1956, stating that if appointed, their appointment will be within the prescribed limits. Your Directors recommend their appointment.

AUDITORS REPORT

The observations, if any, made in the Auditors Report read with the relevant notes in Notes on Accounts are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

DEPOSITS

The Company has not accepted any deposit as covered under Section 58A of the Companies Act, 1956 read with the Deposit Rules, for the public during the year under review.

PARTICULARS OF EMPLOYEES

None of the employees of the Company draw remuneration in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956.

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

Considering the nature of its activities, the Company has nothing to report as per the requirements of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

DIRECTOR RESPOSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following;

- that in the preparation of the annual accounts, the applicable accounting standards have been followed;

- that the Directors have 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 as at 31st March, 2010 and of the profits of the Company for that year;

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- that the Annual Accounts for the year ended have been prepared on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors take the opportunity to express deep sense of gratitude to the Companys Bankers, customers, and shareholders.

For and on behalf of the Board of Directors

Naman Shah Sanjiv Bansal

Director Director

Place: Mumbai

Date: 28-05-2010