Directors Report of Emporis Projects Ltd.

Mar 31, 2014

Dear members,

The Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

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

(Rupees in Lacs)

Particulars 2013-2014 2012-2013

Sales 72.15 75.99

Other Income 37.73 30.86

Total Income 109.88 106.85

Total Expenses 98.94 96.85

Profit/(Loss)Before Tax 10.94 10.00

Tax - -

Current Tax 3.50 3.00

Income/Fringe Benefit Tax - 1.40

Net Profit After Tax 7.44 5.60

The year was extremely challenging for the Company. The Company has been able to maintain nearly same income & profit, in spite of fluctuating economic conditions.

FUTURE OUTLOOK:

Your Company is currently focusing its resources in the business segments of shares & securities. The Company is also trying to venture into profitable activities during the year, so as to have maximized return of its capital.

DIVIDEND:

The Board of Directors does not recommend any Dividend for the year under review.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

ACCEPTANCE OF FIXED DEPOSTIS:

The Company has not accepted any Fixed Deposits from general public within the purview of Section 58A, of the Companies Act, 1956, during the year under review.

AUDITORS:

The Statutory Auditors, M/s. D. P. Agarwal & Co., Chartered Accountants, had been appointed to hold office until the conclusion of the ensuing Annual General Meeting: however he is also eligible for re-appointment and his willingness for re- appointment have been intimated to the Company well in advance. Further he has also confirmed that he is not disqualified for re-appointment within the meaning of Section 141 of the Companies Act, 2013 and his appointment, if made would be within the limits specified in Section 139 of the said Act.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. D. P. Agarwal & Co., Chartered Accountants, is eligible to hold the office for a period of Five years up to 2019.

The members are therefore requested to appoint M/s. D. P. Agarwal & Co, Chartered Accountants as auditors for five years from the conclusion of the ensuing annual general meeting till the conclusion of the annual general meeting to be scheduled in 2019 subject to ratification at each year AGM and to fix their remuneration for the year 2014-15.

AUDITORS REPORT:

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self-explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the requirement of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

i. In the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. 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 at the end of the financial year and of the profit and loss of the Company for the year ended 31st March, 2014.

iii. That the Directors have taken sufficient and proper 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 detect i ng material fraud and other irregularities.

That the Directors have prepared the Annual Accounts on a going concern basis.

There are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate & the date of the report.

That there no contracts or arrangement with related parties referred to in sub-section (1) of section 188.

CORPORATE GOVERNANCE:

As per clause 49 of the listing agreement with stock exchanges, a separate section on Corporate Governance forms part of the Annual Report.

A certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance, as stipulated under clause 49 of the Listing Agreement and a declaration by the Managing Director with regard to Code of Conduct is attached to the Report on Corporate Governance.

MANAGING DIRECTOR''S CERTIFICATE:

A Certificate from the Managing Director in respect of the Financial Statements forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, 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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 217(1) (e) of the Companies Act, 1956 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company is in receipt of remuneration prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. Thus furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise.

DIRECTORS:

During the year Mr. Sadanand Sina Moolya was appointed as an Additional Director w.e.f. 12th June, 2014, Mr. Dhiresh Uttamchand Munver was as Additional Director on 1st July, 2013 & Mr. Anant Vasant Keer was appointed as a Whole-Time Director on 12th June, 2014.

ACKNOWLEDGEMENT:

Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

We very warmly thank all our employees for their contribution to your Company''s performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

By Order of the Board For Emporis Projects Limited

SD/- Jayantibhai Virdas Patel Managing Director DIN No. 00485932

Place: Ahmedabad

Date: 28th August, 2014.

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Mar 31, 2012

To, The Members of, M/s Emporis Projects Limited

The Directors have pleasure in presenting the Annual Report of the Company together with the Audited Accounts for the financial year ended on 31st March 2012.

1. Financial Results (Rs. in lacs)

Particulars 2011-12 2010-11

Sales 187.89 501.64

Other income 22.58 1.49

Depreciation 0.12 0.12

Other Expenditure 203.75 500.72

Profit/ Loss before Tax 6.61 2.29

Profit/Loss after Tax 4.21 1.46

During the current year your company has not achieved a reasonable level of growth. Sales income became depressed due to adverse business scenario. We are hoping that the Company will recover from the situation in coming years.

2. Directors :

Mr. Chintan D. Shah, Director of the company retires at the ensuring Annual General meeting and eligible for re-appointment.

3. Dividend :

On account of inadequate profit, your directors did not recommend any Dividend.

4. Personnel :

Your directors'' wish to place on record their appreciation for the contribution to growth of the business made by employees at all levels. Information as required pursuant to section 217(2A) of the companies Act, 1956 has not been given, as it is not applicable.

5. Auditors :

M/s Ashit T. Macwan, Chartered Accountants, Ahmedabad, former Auditor of the Company tender resignation in March, 2012 and hence, Company has appointed M/s D. P. Agarwal & Co., Chartered Accountants, having office at 4-B, Bilqees Mansion, 261/263, Dr. D. N. Road, Fort, Mumbai-400 001, with immediate effect as Statutory auditor of Company till conclusion of next Annual General Meeting.

M/s D. P. Agarwal & Co., Chartered Accountants, Mumbai retires at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for Re-appointment.

6. Deposits :

During the year, Company has not accepted Deposits falling under Section 58A of Companies Act, 1956.

7. Energy, Technology And Foreign Exchange :

The additional information required to be disclosed in terms of notification No.1029 dated 31st December, 1998 issued by the Department of Company Affairs, Ministry of Finance is not applicable.

8. Directors'' Responsibility Statement :

Pursuant to Section 217(2A) of Companies Act, 1956, the Directors confirm that:

i. In the preparation of Annual Accounts, appropriate accounting standard have been followed.

ii. Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of state of affairs of the company at the end of financial year ended 31st March, 2012.

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Annual Accounts have been prepared on going concern basis.

9. Auditor''s Qualification :

Auditors have qualified their report to the members of the Company. In this connection directors of the Company have discussed the same at arm''s length on the recommendation of audit committee and have imitated to take necessary action so as to show fair view of state of affairs of the company in the coming financial year.

10. Report on Corporate Governance :

Compliance Report on Corporate Governance is a part of Annual Report is annexed herewith.

11. Acknowledgements :

Your Directors wish to place on record their appreciation of the whole hearted co-operation extended to company from various departments of the central and state governments, company'' bankers and financial institutions and employees of the company and look forward for the same cordial relationship in coming years.

For and on behalf of the Board of Directors

Place : Ahmedabad Shri Jayantibhai V. Patel

Date : 07/09/2012 Managing Director

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Mar 31, 2011

The Directors have pleasure in presenting the Annual Report of the Company together with the Audited Accounts for the financial year ended on 31st March 2011.

1. Financial Results (Rs. in lacs)

Particulars 2010-11 2009-10

Sales 501.64 31.24

Other income 1.49 0.00

Depreciation 1.21 0.00

Other Expenditure 500.72 27.61

Profit/ Loss before Tax 2.28 3.63

Profit/Loss after Tax 1.46 2.33

During the current year your company has achieved a reasonable level of growth. We are hoping that the phenominal growth shall be achieved during the next coming years.

2. Directors

Mr.Hemant Manjrekar, Director of the company retires at the ensuring Annual General meeting and eligible for re-appointment.

Mr. Chintan Shah has been proposed to be appointed as director of the company by a member of the company pursuant to provisions of section 257 of companies Act, 1956.

3. Dividend :

On account of inadequate profit, your directors did not recommend any Dividend.

4. Personnel

Your directors' wish to place on record their appreciation for the contribution to growth of the business made by employees at all levels. Information as required pursuant to section 217(2A) of the companies Act, 1956 has not been given, as it is not applicable.

5. Auditors

M/s Ashit T. Macwan, Chartered Accountants, Ahmedabad, Auditor of the Company retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for Re-appointment.

6. Deposits

During the year, Company has not accepted Deposits falling under Section 58A of Companies Act, 1956.

7. Issue of Equity Share Warrant

During the Year, Company has allotted 22848060 Convertible equity warrants on preferential basis to the allottees. Out of the above 7762670 warrants were converted into equity shares on 31.03.2011 and also got listing approval from BSE for the same.

The Company has complied with all provisions of chapter VII of SEBI (Issue of Capital & Disclosure requirement) Regulation, 2009 and further company has also complied with all the legal and statutory formalities.

8. Energy, Technology And Foreign Exchange

The additional information required to be disclosed in terms of notification No. 1029 dated 31st December, 1998 issued by the Department of Company Affairs, Ministry of Finance is not applicable.

9. Directors' Responsibility Statement

Pursuant to Section 217(2A) of Companies Act, 1956, the Directors confirm that:

i. In the preparation of Annual Accounts, appropriate accounting standard have been followed.

ii. Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of state of affairs of the company at the end of financial year ended 31st March, 2011.

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Annual Accounts have been prepared on going concern basis.

10. Auditor's Qualification

Auditors have qualified their report to the members of the Company. In this connection directors of the Company have discussed the same at arm's length on the recommendation of audit committee and have imitated to take necessary action so as to show fair view of state of affairs of the company in the coming financial year.

11. Report on Corporate Governance

Compliance Report on Corporate Governance is a part of Annual Report is annexed herewith.

12. Acknowledgements

Your Directors wish to place on record their appreciation of the whole hearted co-operation extended to company from various departments of the central and state governments, company' bankers and financial institutions and employees of the company and look forward for the same cordial relationship in coming years.

For and on Behalf of the Board

PLACE : Ahmedabad (Shri Jayantibhai V Patel)

DATE : 01/09/2011 Mg. Director

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Mar 31, 2010

The Directors have pleasure in presenting the Annual Report of the company together with Audited Statement of Accounts for the year ended on 31st March 2010.

1. FINANCIAL RESULT AND DIVIDEND

On Account of accumulated losses, No Dividend has been recommended by Board of Directors. However, Company has started functioning in the newer areas after diversification.

2. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Report on corporate Governance and Management Discussion and Analysis is attached to this report and forms part of this report.

3. DIRECTORS

Mr. Dinesh V. Patel is retiring by rotation and being eligible, offer himself for reappointment.

Three directors namely, Mr, Kirit Sanghvi, Mr, Hemant Manjrekar and Smt. Parul B Chauhan were appointed as additional directors of the company on 1st January, 2010 in compliance of clause 49 of listing agreement as independent directors.

4. ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE

The information required under section 217(l)(e) of the companies Act, 1956 read with the companies (disclosure of particulars in the Report of the Board of Director) Rule, 1988. With respect to conservation of energy, the Total cost of power and fuel during the year are contained at minimum levels and hence no step was proposed for conservation of energy.

5. DEPOSITS

The Company has not accepted any deposits from the public falling U/S.58A of Companies Act, 1956.

6. EMPLOYEES

Information in accordance with sub- section (2A) of Section 217 of the companies act, 1956 read with companies (Particulars of Employees Rules, 1975 as amended and forming part this report is annexed to this report.

7. DIRECTORS RESPONSIBILITY STATEMENT:

1] The Directors confirm that, in preparation of the Balance sheet and the Profit and Loss account of the company, the applicable accounting standards have been followed along with proper explanation relating to material departures, subject to notes on accounts.

2] 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 Profit and Loss of the company for that period.

3] The Directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provision of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4] The Directors have prepared the Annual Accounts on the basis of going concern concept.

8. AUDITORS

M/s. Ashit T. Macwan & Associates, Chartered Accountant, Ahmedabad retired as auditors of the company at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

9. APPRECIATION

Your Directors wish to place on record their appreciation of co-operation received by the company from banks and grateful for the services rendered by the employees of the company.

For and On behalf of the Board of Directors

Place : AHMEDABAD (Jayantibhai V. Patel)

Date : 31/05/2010 Managing Director

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Mar 31, 2009

The Directors have pleasure in presenting the Annual Report of the company together with Audited Statement of Accounts for the year ended on 31st March 2009.

1. FINANCIAL RESULT AND DIVIDEND

On Account of lower profit, No Dividend has been recommended by Board of Directors.

2. MANAGEMENT DISCUSSION AND ANALYSIS

As your Company has a very srpall set up, no such seprate report is possible or required to be given as annexure of this report.

3. DIRECTORS

Mr. Dinesh V. Patel is retiring by rotation and being eligible, offer himself for reappointment.

4. ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE

The information required under section 217(1)(e) of the companies Act, 1956 read with the companies (disclosure of particulars in the Report of the Board of Director) Rule, 1988. With respect to conservation of energy, the Total cost of power and fuel during the year are contained at minimum levels and hence no step was proposed for conservation of energy.

5. DEPOSITS

The Company has not accepted any deposits from the public falling U/S.58A of Companies Act, 1956.

6. EMPLOYEES

Information in accordance with sub- section (2A) of Section 217 of the companies act, 1956 read with companies (Particulars of Employees Rules, 1975 as amended and forming part this report is annexed to this report.

7. DIRECTORS RESPONSIBILITY STATEMENT:

1] The Directors confirm that, in preparation of the Balance sheet and the Profit and Loss account of the company, the applicable accounting standards have been followed along with proper explanation relating to material departures, subject to notes on accounts.

2] 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 2009 and of the Profit and Loss of the company for that period. -

3] The Directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provision of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4] The Directors have prepared the Annual Accounts on the basis of going concern concept.

8. REPORT ON CORPORATE GOVERNANCE:

A report on corporate governance is annexed to this report and forms as a part of annual report of the company.

9. AUDITORS

M/s. Suresh R. Shah & Associates, Chartered Accountant, Ahmedabad retired as auditors of the company at the ensuing Annual General Meeting and being Ashit T. Macwan, Chartered Accountant, Ahmedabad eligible, offer themselves for reappointment.

10. APPRECIATION

Your Directors wish to place on record their appreciation of co-operation received by the company from banks and grateful for the services rendered by the employees of the company.

For and On behalf of the Board of Directors

Date: 01/09/2009 Place: Ahmedabad

JAYANTIBHAI V. PATEL Managing Director