Directors Report of Srestha Finvest Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 39^th Director''s Report of SRESTHA FINVEST LIMITED (the Company) along with the Audited financial statements for the financial year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

(Rs in lakhs)

Particulars	Year Ended	Year Ended
	March 31,2024	March 31,2023
Income from Operations	1276.42	274.71
Non-operating Income	6.00	0.00
Total Income	1282.42	274.71
Total Expenditure	651.18	708.99
Profit/Loss before Depreciation, Interest and Taxation	(631.24)	(434.29)
Interest & Finance Charges	389.32	30.73
Depreciation	54.36	2.70
Profit/Loss before Tax	187.56	(467.71)
Provision for Current Taxes	10.88	27.43
Provision for Deferred Taxes	(3.58)	2.27
Profit/Loss after Tax	173.86	(497.41)
Other Comprehensive Income	2230.14	4.27
Total Comprehensive Income	2404.00	(493.13)

2. BUSINESS EXCELLENCE AND QUALITY INITIATIVES

Your Company continues to be guided by the philosophy of business excellence to achieve sustainable growth.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

4. DIVIDEND

After careful assessment of the available profit during the financial year ended 31st March, 2024, your Directors have not recommended any dividend for the financial year ended 31st March, 2024.

5. TRANSFER TO RESERVE

There has been no transfer to general reserves during the year. As required by Reserve Bank of India, the Company made a transfer of Rs. 37.51 lakhs to statutory reserves constituting 20% of the net profits made during the year under review.

6. OPERATING RESULTS AND BUSINESS OPERATIONS

During the financial year 2023 - 2024, your Company has earned a profit of Rs. 173.86 Lakhs as compared to the loss of Rs. 497.41 Lakhs in previous year 2022 — 2023.

7. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT

There has been no material changes and commitment affecting the financial performance of the Company which had occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

8. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 1 34(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

(i) in the preparation of the annual accounts for the financial year 2023-24, the applicable accounting standards have been followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgment sand 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 the financial year;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors liable to retire by rotation

Mr. Mayurdwajsinh Sahadevsinh Rana (DIN: 09234993) retires by rotation at the ensuing AGM, being eligible, offers himself for reappointment. Brief details of Mr. Mayurdwajsinh Sahadevsinh Rana (DIN: 09234993), who is seeking re-appointment, are given in the Notice of 39th AGM

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, Mr. Sunil Bhandari (Wholetime Director cum CFO) and Mr. A. Jitendra Kumar Bafna (Company Secretary) are the Key Managerial Personnel of the Company as on March 31, 2024.

During the year, the Non-Executive Directors and KMP of the Company had no pecuniary relationship (except the disclosure made above in this report) or transactions vis-a-vis the Company.

10. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have submitted a Declaration that each of them meets the criteria of Independence as

provided in Sub-Section (6) of Section 149 of the Companies Act, 201 3 along with relevant Rules framed thereunder and Regulation 1 6 (1) (b) of SEBI Listing Regulations. The independent directors have also confirmed compliance with the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors. However, Mr. Umeshbhai Hirjibhai Padariya is in the process of completion of online proficiency self-assessment test as per the timeline notified by the Ministry of Corporate Affairs. Further, there has been no change in the circumstances which may affect the status of independent directors during the year.

Further, the Board after taking these declarations/ disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors hold highest standards of integrity and possess the relevant proficiency, expertise and experience to qualify and continue as Independent Directors of the Company and are Independent of the Management of the Company

11. NUMBER OF MEETINGS OF THE BOARD

Eight (8) meetings of the Board of Directors were held during FY 2023-24. Details of the meetings and attendance thereat forms part of the Corporate Governance Report.

12. AUDIT COMMITTEE

The Company has constituted an Audit Committee in compliance with Section 177 of the Companies Act, 2013 and Regulation 1 8 of the Listing Regulations. The Composition of the Audit Committee in terms of Section 177(8) along with its terms of reference incorporating its functions are disclosed and is available in the Corporate Governance Report forming part of the Annual Report. During FY 2023-24, there were no such instances where the Board has not accepted the recommendations of the Audit Committee.

13. BOARD EVALUATION

The evaluation framework for assessing the performance of the Directors of your Company comprises of contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of your Company, amongst others. Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance and the working of its Committees, based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board and its Committees for the year under review.

A separate meeting of the independent directors was conducted, which reviewed the performance of non-independent directors, the Board as a whole and Chairperson of the Company taking into account the views of executive directors and non-executive directors. The evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The evaluation has been satisfactory and meets the corporate governance requirement of the Company. The Board was satisfied that the committees are functioning well and besides covering their terms of reference, as mandated by law, important issues are brought up and discussed in the committee meetings.

The Board was also satisfied with the contribution of the Directors, in their respective individual capacities.

14. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company’s policy on Directors’ appointment and remuneration

including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under section 1 78(3) of the Act are covered in corporate governance report which forms part of this Report. The said Policy is available on the website of Company at https://www.srestha.co.in/policies.php.

15. ANNUAL RETURN

Pursuant to Section 92(3) read with 1 34(3) of the Act, Annual Return in e-form MGT-7 has been placed on the website of the Company under investor Relations tab at www.srestha.co.in.

16. RISK MANAGEMENT

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company’s process and policies for determining risk tolerance and review management’s measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The Company has laid down procedures to inform the Board of Directors about the Risk Management and its minimization procedures. The Audit Committee and Board of Directors review these procedures periodically.

17. INTERNAL CONTROL

During the year under review, the Internal Financial Controls were operating effectively and no material or serious observation has been received from the Auditors of the Company for inefficiency or inadequacy of such controls. The Internal Financial Control procedure adopted by the Company are adequate for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

18. HUMAN RESOURCES DEVELOPMENT

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. Your Company strives to provide a healthy and safe work environment to all employees.

19. PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 1 97 of the Act, read with Rule 5 (1) and (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

20. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company, being an NBFC registered with RBI and engaged in the business of giving loans in ordinary course of its business, is exempt from complying with the provisions of Section 1 86 of the Companies Act, 2013 (“the Act”) with respect to loans. Further, pursuant to the provisions of Section 186 (4) of the Act, the details of investments made by the Company are given in the Notes to the Financial Statements.

21. TRANSACTIONS WITH RELATED PARTIES

All the Related Party Transactions (RPT) that were entered into during FY 2023 - 24 were at arm’s length basis and were in the ordinary course of business. Details of transactions with related parties during FY 2023- 24 are provided in the notes to the financial statements. Accordingly, the disclosure of RPTs as required under the provisions of

Section 1 34 (3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company at https://www.srestha.co.in/policies.php. The Directors draw attention of the Members to Notes to the Financial Statements which sets out related party disclosures.

22. DEPOSIT FROM PUBLIC

Your Company has not accepted any public deposits during the year under review and shall not accept any deposits from the public without obtaining prior approval of the RBI. Further, your Company being an NBFC, disclosure requirements under Chapter V of the Act read with Rule 8(5)(v) and 8(5)(vi) of the Companies (Accounts) Rules, 2014 are not applicable to your Company.

23. VIGIL MECHANISM

Pursuant to Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, the Company has established a vigil mechanism / Whistle Blower Policy for Directors and employees to report their genuine concerns. The Policy provides for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company’s Code of Governance and Ethics. The policy is available on the website of the Company at https://www.srestha.co.in/policies.php.

24. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The details of the complaints reported pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 201 3 are provided in the Corporate Governance Report. During the financial year 2023-24, No complaints remains pending as of March 31, 2024.

25. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS REPORT

As per SEBI Listing Regulations, a detailed report on Corporate Governance is provided in a separate section and forms part of the Annual Report. A Certificate from Auditor regarding compliance with the conditions of Corporate Governance as stipulated in SEBI Listing Regulations is given under Annexure — 1 and forms part of this Report.

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

26. AUDITORS Statutory Auditors

As per Section 1 39 of the Act, the members of the Company in its 38^th Annual General Meeting (AGM) of the Company approved the appointment of M/s. Darpan & Associates, Chartered Accountants (FRN: 016156S), Chennai as Statutory Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of the 38^th AGM till the conclusion of the 43^rd AGM. The Board of Directors have adopted the Auditors Report as issued by the Statutory Auditor.

Secretarial Auditors

As per the provisions of Section 204 of the Companies Act, 201 3 read with corresponding Rules framed thereunder, the Board of Directors at its meeting held on July 07, 2023 had appointed M/s. SPAN & CO.,

Company Secretaries LLP, Practising Company Secretaries, Chennai as the Secretarial Auditors of the Company to carry out the secretarial audit from the FY 2022 — 23 to FY 2024-25. The Secretarial Audit Report for FY 2023-24 issued in this regard is annexed as Annexure - 2.

The Auditors’ Report and the Secretarial Audit Report for the Financial Year ended March 31, 2024, do not contain any qualification or reservation or adverse remarks.

27. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143 (12) of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force).

28. RBI GUIDELINES

The Company continues to comply with all the applicable regulations, circulars, notifications, directions and guidelines issued by the Reserve Bank of India (“RBI”), from time to time, with respect to Non — Deposit Taking NBFC.

29. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy Rules are not applicable to the Company during the year under review.

31. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiary, Joint Ventures or Associate Companies during the year under review.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL

There are no significant or material orders passed by the Regulators or Courts or Tribunals which impacts the going concern status of the Company and its future operations.

33. SHARE CAPITAL / CHANGES IN CAPITAL STRUCTURE

During the year 2023-24, the Company had allotted 25,00,00,000 Equity Shares of face value of Rs. 2/- each on preferential basis to specified persons of Non-Promoter, Public Category. As a result, the

paid-up equity share capital of the Company was increased to Rs. 1,1 6,00,00,000/- divided into 58,00,00,000 fully paid equity shares of Rs 2/- each. The proceeds of the issue of 25,00,00,000 equity shares on a preferential basis were fully utilized by the Company for the objects stated in the Explanatory Statement to the Notice of Postal Ballot i.e. for the purpose for which those were raised.

During the year under review, except for preferential issue as above stated, the Company has neither issued any shares with differential voting rights or granted stock options or issued sweat equity or purchased its own shares nor the company has made any Public/ Rights/ Bonus/Buy back of Equity Shares of the Company.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Disclosure stipulated as under Section 1 34(3) of Companies Act, 201 3 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as under:

• The Company is not a Manufacturing company nor does the company has any Energy Consumption based business other than normal consumption of Energy in Administrative Office. The company deploys all the possible measure to conserve the energy and increase usage of green energy.

• The Company is not involved in any Technological Absorption based activities. Hence same is not reportable.

• The Company has not dealt in any Foreign Exchange in any manner during the year under review. Hence the same is not reportable.

35. OTHER DISCLOSURES

• The Company is not required to maintain cost records, as specified by the Central Government under section 148 of the Act.

• No application for Bankruptcy under the Insolvency & Bankruptcy Code, 201 6 (“IBC”) was made against the Company during the financial year under review. However, the IBC law is not applicable to NBFC Company.

• The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable

36. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposed in the management.

On behalf of the Board of Directors For Srestha Finvest Limited

Sd/-

Sitaben S Patel

Date: May 30, 2024 Chairperson

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Mar 31, 2016

TO THE MEMBERS OF SRESTHA FINVEST LIMITED

(formerly known as M S Investments Ltd)

The Directors have pleasure in presenting the 31st Director''s Report of SRESTHA FINVEST LIMITED (the Company) and along with the Audited financial statements for the financial year ended 31st March, 2016.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March 2016 is summarized below:

(Rs in lakhs)

Particulars	Year Ended 31st March 2016	Year Ended 31st March 2015
Income from Operations	147.16	41.95
Non-operating Income	0.47	0.17
Total Income	147.63	42.12
Total Expenditure	58.42	35.14
Profit/Loss before Depreciation, Interest and Taxation	89.21	6.98
Interest & Finance Charges	84.85	5.09
Depreciation	1.74	0.25
Profit/Loss before Tax	2.60	1.64
Provision for Current Taxes	1.11	0.42
Provision for Deferred Taxes	(0.29)	0.09
Profit/Loss after Tax	2.94	1.13
Statutory Reserve	0.29	0.22
Balance in Profit & Loss Account	2.64	0.91
Balance carried to Balance Sheet	2.64	0.91

2. DIVIDEND

No Dividend has been declared during the year in order to preserve the resources for future growth of the company.

3. TRANSFER TO RESERVES

The Company proposes to transfer Rs.29810/- to the Statutory Reserve out of amount available for appropriations as per RBI Guidelines and an amount of Rs.264683/- is proposed to be retained in the Profit and Loss Account.

4. OPERATING RESULTS AND BUSINESS OPERATIONS

During the financial year 2015-16, your Company has achieved Rs.147.16 Lakhs Gross revenue from operations.

5. HUMAN RESOURCES DEVELOPMENT

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. Company’s Health and Safety Policy commits to provide a healthy and safe work environment to all employees.

6. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2015-16, No complaints remain pending as of 31st March, 2016.

7. BUSINESS EXCELLENCE AND QUALITY INITIATIVES

Your Company continues to be guided by the philosophy of business excellence to achieve sustainable growth

8. DOCUMENTS PLACED ON THE WEBSITE (www.srestha.co.in)

The following documents have been placed on the website in compliance with the Act:

- Financial statements along with relevant documents as per third proviso to section 136(1).to section 177(10).

9. SUBSIDIARY COMPANIES

Your Company has no subsidiaries. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”).

10. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND LISTING AGREEMENT

As per Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Listing Agreement, entered into with the stock exchanges, Corporate Governance Report with Auditors’ certificate thereon and Management Discussion and Analysis report are attached and form part of this report. Various information required to be disclosed under the Act and the Listing Agreement is set out in the Annexure-I and forms part of this report.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year 2015

16, the applicable accounting standards have been followed and there are no material departures;

ii. they 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 of the Company for the financial year;

iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. AUDITORS AND SECRETARIAL AUDITORS REPORT

There are no disqualifications, reservations or adverse remarks or disclaimers in the Auditors and Secretarial Auditors Report.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Disclosure stipulated as under Section 134(3) of Companies Act, 2013 read with Rule 8 of the Companies(Accounts) Rules, 2014, is as under :-

1. The Company is not a Manufacturing company nor does the company has any Energy Consumption based business other than normal consumption of Energy in Administrative Office. The company deploys all the possible measure to conserve the energy and increase usage of green energy.

2. The Company is not involved in any Technological Absorption based activities. Hence same is not reportable.

3. The Company has not dealt in any Foreign Exchange in any manner during the year under review. Hence the same is not reportable.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy Rules are not applicable to the Company during the year under review.

15. BOARD EVALUATION

The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation. Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors. Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC).

The meeting of NRC also reviewed performance of the Chief Financial Officer and Whole time Director on goals (quantitative and qualitative) set since their appointment during the year.

A separate meeting of the independent directors (“Annual ID meeting”) was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board''s Chairman covering performance of the Board as a whole performance of the non-independent directors and performance of the Board Chairman.

16. DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board recommends their appointments and accordingly resolutions seeking approval of the members for their appointments have been included in the Notice of forthcoming Annual General Meeting of the Company along with their brief profile.

Mr. Narendra Kumar Nahar, Director, retires by rotation and being eligible, has offered himself for re-appointment.

Mrs. Navitha Jain, who was appointed as additional director of the company on 12/04/2016 seeks appointment as director of the company

The Board recommends the same for your approval.

Pursuant to the provisions of Section 203 of the Act, the appointment of Mr. Kamlesh Parasmal, Whole time Director, Mr. M. Parthasarathi, Chief Financial Officer and Mr. A. Jithendra Kumar, Company Secretary, were formalized as the Key Managerial Personnel of the Company.

18. AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s. K. Subramanyam & Co, Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of the this Annual General Meeting (AGM) of the Company till the conclusion of the next AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

19. PARTICULARS OF EMPLOYEES

The information required under section 197 of the Act and rules made there-under, in respect of employees of the Company are disclosed appropriately.

20. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposed in the management.

21.OTHER MATTERS:

1. Increase in Authorized Capital of the Company:-

The company proposes to increase the Authorized Share Capital of the company from present Rs.6 Crores to Rs.15 Crores subject to approval of members at ensuing General Body Meeting.

2. Preferential Allotment to Non-Promoters:-

The company proposes to issue 1,00,00,000 Equity Shares on preferential basis to non- promoters @ Rs.12.50/- per share (including premium of Rs.2.50/- per share) subject to approval of Members at the ensuing Annual General Meeting.

3. Sub-Division of Equity Shares:-

The company proposes to split the Face Value of the Equity Shares from Rs.10/- to Rs.2/- each subject to approval of Members at ensuing Annual General Meeting of the company.

Note : The Memorandum of Association & Articles of Association of the Company are to be amended to incorporate above Resolutions subject to approval of Members at the ensuing Annual General Meeting.

By Order of the Board of Directors

For SRESTHA FINVEST LIMITED

(Formerly known as M S Investments Ltd)

Sd/-

Kamlesh Parasmal

Whole time Director

DIN No: 00810823

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report of M.S. INVESTMENTS LIMITED (the Company) and along with the Audited financial statements for the financial year ended 31st March, 2015.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March 2015 is summarized below:

(Rs in lakhs)

Year Ended Year Ended Particulars 31st March 31st March 2015 2014

Income from Operations 41.95 41.15

Non-operating Income 0.17 0.00

Total Income 42.12 41.15

Total Expenditure 35.14 35.09

Profit/Loss before Depreciation, Interest and Taxation 6.98 6.06

Interest & Finance Charges 5.09 5.84

Depreciation 0.25 -

Profit/Loss before Tax 1.64 0.22

Provision for Current Taxes 0.42 -

Provision for Deferred Taxes 0.09 -

Profit/Loss after Tax 1.13 0.22

Statutory Reserve 0.22 0.04

Balance in Profit & Loss Account 0.91 0.18

Balance carried to Balance Sheet 0.91 0.18

2. DIVIDEND

No Dividend have been declared during the year in order to preserve the resources for future growth of the company.

3. TRANSFER TO RESERVES

The Company proposes to transfer Rs.22682/- to the Statutory Reserve out of amount available for appropriations as per RBI Guidelines and an amount of Rs.90729/- is proposed to be retained in the Profit and Loss Account.

4. OPERATING RESULTS AND BUSINESS OPERATIONS

During the financial year 2014-15, your Company has achieved Rs.41.95 Lakhs revenue from operations.

5. HUMAN RESOURCES DEVELOPMENT

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. Company's Health and Safety Policy commits to provide a healthy and safe work environment to all employees.

6. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2014-15, No complaints remain pending as of 31st March, 2015.

7. BUSINESS EXCELLENCE AND QUALITY INITIATIVES

Your Company continues to be guided by the philosophy of business excellence to achieve sustainable growth

8. DOCUMENTS PLACED ON THE WEBSITE (www.msinvest.co.in)

The following documents have been placed on the website in compliance with the Act:

* Financial statements along with relevant documents as per third proviso to section 136(1).to section 177(10).

9. SUBSIDIARY COMPANIES

Your Company has no subsidiaries. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

10. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND LISTING AGREEMENT

As per Clause 49 of the listing agreement entered into with the stock exchanges, Corporate Governance Report with Auditors' certificate thereon and Management Discussion and Analysis report are attached and form part of this report. Various information required to be disclosed under the Act and the Listing Agreement is set out in the Annexure-I and forms part of this report.

11. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year 2014-15, the applicable accounting standards have been followed and there are no material departures;

ii. they 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 of the Company for the financial year;

iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. AUDITORS AND SECRETARIAL AUDITORS REPORT

There are no disqualifications, reservations or adverse remarks or disclaimers in the Auditors and Secretarial Auditors Report.

13. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are not applicable to the company.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy Rules are not applicable to the Company during the year under review.

15. BOARD EVALUATION

The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation. Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors. Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC).

The meeting of NRC also reviewed performance of the Chief Financial Officer and Whole time Director on goals (quantitative and qualitative) set since their appointment during the year in April 2015.

A separate meeting of the independent directors ("Annual ID meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board's Chairman covering performance of the Board as a whole performance of the non- independent directors and performance of the Board Chairman.

16. DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Manmohan took over as the Chairman of the Board from Mr. Shantimull Nahar, who resigned from the company w.e.f. 25th November, 2014.

The Board recommends their appointments and accordingly resolutions seeking approval of the members for their appointments have been included in the Notice of forthcoming Annual General Meeting of the Company along with their brief profile.

Mr. Surendra Kumar Nahar, Director, retires by rotation and being eligible, has offered himself for re- appointment.

The Board recommends the same for your approval.

Pursuant to the provisions of Section 203 of the Act, the appointment of Mr. Kamlesh Parasmal, Whole time Director, Mr. M. Parthasarathi, Chief Financial Officer and Mr. A. Jithendra Kumar, Company Secretary, were formalized as the Key Managerial Personnel of the Company.

18. AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s K.Subramanyam & Co, Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of the this Annual General Meeting (AGM) of the Company till the conclusion of the next AGM to be held in the year 2016, subject to ratification of their appointment at every AGM.

19. PARTICULARS OF EMPLOYEES

The information required under section 197 of the Act and rules made there under, in respect of employees of the Company are disclosed appropriately.

20. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposed in the management.

By Order of the Board of Directors For M.S. INVESTMENTS LIMITED

Sd/- Kamlesh Parasmal Whole time Director DIN No: 00810823

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Mar 31, 2014

Dear Members,

1. Financial Results

The financial results of the Company for the year ended 31st March 2014 is summarized below: (Rs in lakhs)

Year Ended Year Ended Particulars 31st March 31st March 2014 2013

Income from Operations 41.15 42.85

Non-operating Income 0.00 0.03

Total Income 41.15 42.88

Total Expenditure 35.09 38.56

Profit/Loss before Depreciation, Interest and Taxation 6.06 4.32

Interest & Finance Charges 5.84 3.81

Depreciation - -

Profit/Loss before Tax 0.22 0.51

Provision for Current Taxes - -

Provision for Deferred Taxes - -

Profit/Loss after Tax 0.22 0.51

Statutory Reserve 0.04 0.10

Balance in Profit & Loss Account 0.18 0.41

Balance carried to Balance Sheet 0.18 0.41

2. Performance of the Company

During the year, your Company earned income from operations (net) of Rs.41.15 Lakhs as compared to previous year Income from operation of Rs.42.85 Lakhs.

Your Company has made a Profit / (Loss) of Rs. 0.18 Lakhs for the financial year 2013 -2014 as compared to Profit / (loss) of Rs. 0.41 lakhs in the previous year 2012-13.

3. Dividend

In order to stream Line Company's business model, the board of directors have decided not to declare any dividend for the current fiscal.

4. Fixed Deposits

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposit was outstanding as on date of balance sheet.

5. Directors

Re-Appointment of Director:

- MrShantimullNahar retires by rotation and being eligible offers himself for reappointment. He is being appointed as Managing Director of the Company from the end of this Annual General meeting for a period of 5 yrs, and the same is put before the members for their approval also.

- MrSurendra Kumar Nahar retires at the end of ensuring Annual General Meeting and being eligible offers himself for re-appointment.

- MrNarendra Kumar Nahar retires at the end of ensuring Annual General Meeting and being eligible offers himself for re-appointment.

- MrsJyothiBafna , Director of the Company has resigned on 07/07/2014.

Independent Directors

Section 149 of the Companies Act, 2013 provides for appointment of Independent Directors. The Independent Directors shall hold office for a term of up to five consecutive years on the Board of a Company and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company.

Further, Sub section (11) of Section 149 of the Companies Act, 2013 states that no IndependentDirector shall be eligible for more than two consecutive terms of five years. Also, Sub section (13) states that the provisions of retirement by rotation shall not apply to such Independent Directors.

Our Non-Executive & Independent Directors were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. The Board of Directors proposes to seek appointment of Shri.KamleshParasmal, Shri ManmohanBafna , Shri Gopal Biharilal Ahuja and *MsBHARAT BHUSAN SONAL as Independent Directors of the Company for five consecutive years for a term up to 31st March, 2019 under the provisions of the Companies Act, 2013 and the listing agreement.

*MsBHARAT BHUSAN SONAL was appointed as an additional Independent director in the meeting of the Board held on 07/07/2014. In terms of provisions of Section 161 of the Act, he holds office upto the date of this Annual General Meeting. A resolution for his appointment as an Independent director of the company is proposed in the AGM.

6. Directors' Responsibility Statement

Pursuant to the provisions of Companies Act, 2013 (to the extent notified) and the Companies Act, 1956 (to the extent applicable) and guidelines issued by SEBI, and based on the representations received from the operating management, the Directors hereby confirm that:

(i) in the preparation of the financial statements for the year 2013-14, the applicable Accounting Standards as prescribed by the Companies (Accounting Standards) Rules, 2006, have been followed and there are no material departures;

(ii) they 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 of the Company for the financial year;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (to the extent notified) and Companies Act, 1956 (to the extent applicable). They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the Annual Accounts on a going concern basis.

7. Auditors

The Auditors of the Company M/s. K Subramanyam& Co, Chartered Accountants, retire at the conclusion of this meeting and being eligible offer themselves for re-appointment to hold office till the conclusion of the next Annual General Meeting.

8. Depository System

As the members are aware, your Company's shares are tradable in electronic form and the Company has established connectivity with both the Depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the advantages of the Depository System, the members are requested to avail of the facility of dematerialisation of the Company's shares.

9. Particulars of Employees

Particulars of the employees of the Company who were in receipt of remuneration, which in aggregate exceeded the limits fixed under Section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules 1975 is not applicable to the company for the year.

10. Particulars as required under 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, Conservation of Energy.

The Company had taken steps to conserve energy in its office use, consequent to which energy consumption has been minimized. Since the company has not carried on industrial activities, disclosures regarding impact of measures on cost of production of goods, total energy consumption, etc., are not applicable.

Technology Absorption:-

The company has not adopted / intends to adopt any technology for its business and hence no reporting is required to be furnished under this heading.

Foreign Exchange Inflow & Outgo:-

Foreign Exchange inflow during the year :- Nil Foreign Exchange outgo during the year :- Nil

11. Management Discussion & Analysis Report

The Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreements is presented in a separate section forming part of the Directors Report as Annexure A

12. Corporate Governance

The Corporate Governance report as set out in Annexure B hereto form an integral part of this report. A Certificate from a Practicing Company Secretary, certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with stock exchanges is also annexed to the report on Corporate Governance.

13. Buy Back of Shares

The company has not bought back any shares during the year.

14. Acknowledgement

Your Directors would like to express their grateful appreciation for assistance and co- operation received from the Financial Institutions, Banks, Government Authorities, Customers and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for committed and dedicated services of the workers, staff, and officers of the Company.

By order of the Board of Directors For M S INVESTMENTSLIMITED Place: Chennai Date: 29.08.2014 Sd/- SHANTIMULL NAHAR Managing Director DIN.No. 01634142

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Mar 31, 2013

Dear Members,

Financial Highlights

The financial results of the Company for the period ended 31st March 2013 is summarized as below:

(Rs in Lakhs) Description Year ended Year ended 31.03.2013 31.03.2012

Income from Operations 42.85 42.38

Other Income 0.03 0

Total Income 42.88 42.38

Expenditure 38.56 37.53

Gross Profit (before financial expenses, 4.32 4.85 depreciation and tax)

Financial Expenses 3.81 1.75

Depreciation 0.00 0.00

Profit before Tax 0.51 3.10

Provision for Income Tax 0.10 -0.21

Profit after Tax 0.41 3.31

Business Operations Overview and Future Prospects

The year 2012-13 was not a promising year for your Company. With the economic growth the need for more funds flow in the system and increase in credits will definitely give boost to the growth of the Company. Your directors are committed to take all available opportunity for growth of the Company.

Dividend

To conserve the resources, your Board do not recommend any dividend for the year under review.

Subsidiary Companies

During the year of review, Your Company had no Subsidiary Company as defied in clause 49 of the Listing Agreement.

Fixed Deposits

Yours Company has not accepted any deposits from the public.

Directors

Mr. Shantimull Nahar, Mr.Surender Kumar Nahar and Mr.Narender Kumar Nahar retire at the end of pursuing AGM and being eligible have presented themselves for re- Upon appointment Mr. Shantimull Nahar, Mr.Surender Kumar Nahar and Mr.Narender Kumar Nahar shall be a director liable to retire by rotation and offer themselves for re- appointment.

Green Initiative

The Company in spirit supports the National Mission for Green India. As a part of "green initiative" in Corporate Governance, Ministry of Corporate Affairs (MCA) vide circular no.18/2011 dated 29.04.2011 has permitted paperless compliances regarding sending of Annual Reports / Notices by recognized communications through electronic mode (email) to the shareholders under the Companies Act, 1956. The Company has taken steps in writing letters to the shareholders to update their e mail ids with the Company in order to enable the Company to dispatch Annual Report and Notice by e mail. The Board has decided that as this is a new initiation and complete awareness is yet to be created among shareholders, this year the Company will send the above documents in physical mode and from next Annual General Meeting the Company will be sending the Annual Report, Notices and other communications to shareholders in electronic mode also.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, the Directors hereby by confirm that:

i. in the preparation of the Annual Accounts for the Financial Year 2012-13, the applicable Accounting Standards have been followed and that there are no material departures;

ii. they have selected such accounting policies in consultation with the statutory auditors 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 the year;

iii. they have taken proper and sufficient care to the best of their knowledge 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;

iv. they have prepared the Annual Accounts on a going concern basis.

Auditors

M/s. K Subrmanyam & Co, Chartered Accountants, are appointed as auditors of the Company in place of retiring auditors who have not presented themselves for re- appointment. The auditor's shall hold the office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting of the Company on such remuneration as may be decided on mutual consent and advice of the Board and has given their consent for re-appointment. Company has received a certificate under Section 224(1B) from the retiring auditors regarding their eligibility for re- appointment as the Company's Auditors for the year 2013-14.

Particulars of Employees

Statement of Information in accordance with the provisions of Sec.217 (2A) of the Companies Act, 1956 read along with the Companies (Particulars of Employees) Rules 1975 as amended, is not applicable because none of the employees of your company whether employed for a part of the financial year or throughout the financial year has been paid a remuneration of R.5,00,000/- per month or Rs.60,00,000/- per annum.

Industrial Relations

Your Company enjoyed cordial industrial relations with the employees and workers at all project sites.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Your company is not an industrial undertaking. Accordingly, particulars with regard to conservation of energy and technology absorption and adaptation required to be given under these heads in accordance with the provisions 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 are not applicable.

There are no Foreign Exchange earnings or outgo during the financial year 2012-13.

The Management Discussion & Analysis Report

The Management Discussion & Analysis Report for the year ended under review, as stipulated under Clause 49 of the Listing Agreements is presented in a separate section forming part of the Directors Report.

Corporate Governance

Your Directors adhere to the requirements set out by the Securities Exchange Board of India's, Corporate Governance practices and have implemented all the stipulations prescribed. Report on Corporate Governance as per Clause 49 of the Listing Agreement has been provided in a separate section forming part of the Directors Report.

Acknowledgement

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - Clients, Financial Institutions, Banks, Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors

sd/- Shantimull Nahar Managing Director

Place: Chennai Date: 30th May 2013

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Mar 31, 2012

Dear Members,

The Directors recommend the Resolution for your approval.

Your Directors have pleasure in presenting the Twenty-seventh Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2012.

Financial Highlights

The financial results of the Company for the period ended 31st March 2012 is summarized as below:

(Rs in Lakhs) Description Year ended Year ended 31.03.2012 31.03.2011

Income from Operations 42.38 46.95

Other Income 0 19.93

Total Income 42.38 66.88

Expenditure 37.53 60.76

Gross Profit (before financial expenses, depreciation 4.85 6.12 and tax)

Financial Expenses 1.75 1.32

Depreciation 0.00 0.51

Profit before Tax 3.10 4.28

Provision for Income Tax -0.21 0.03

Profit after Tax 3.31 4.25

Business Operations Overview and Future Prospects

The year 2011-12 was not a promising year for your Company. With the economic growth the need for more funds flow in the system and increase in credits will definitely give boost to the growth of the Company. Your directors are committed to take all available opportunity for growth of the Company.

Dividend

To conserve the resources, your Board do not recommend any dividend for the year under review.

Subsidiary Companies

During the year of review, Your Company had no Subsidiary Company as defied in clause 49 of the Listing Agreement.

Fixed Deposits

Your Company has not accepted any deposits from the public.

Directors

Mrs. Jyothi Bafna, Mr.Mahmoahn Banfa, Mr.Kamlesh P and Mr.Gopal B Ahuja has been Co- | opted as an Additional Director of the Company with effect from 12th October 2011. They holds office upto the commencement of the Annual General Meeting. The Company has received notice under section 257 of the Companies Act, 1956 from a member along with requisite deposit, signifying his intention to propose the candidature of the Director of the Company. Upon appointment Mrs.Jyothi Banfa, Mr.Manmohan Bafna, Mr.Kamlesh P and Mr.Gopal B Ahuja shall be a director liable to retire by rotation and offer themselves for re-appointment.

Green Initiative

The Company in spirit supports the National Mission for Green India. As a part of "green initiative" in Corporate Governance, Ministry of Corporate Affairs (MCA) vide circular no.18/2011 dated 29.04.2011 has permitted paperless compliances regarding sending of Annual Reports / Notices by recognized communications through electronic mode (email) to the shareholders under the Companies Act, 1956. The Company has taken steps in writing letters to the shareholders to update their e mail ids with the Company in order to enable the Company to dispatch Annual Report and Notice by e mail. The Board has decided that as this is a new initiation and complete awareness is yet to be created among shareholders, this year the Company will send the above documents in physical mode and from next Annual General Meeting the Company will be sending the Annual Report, Notices and other communications to shareholders in electronic mode also.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, the Directors hereby by confirm that:

i. in the preparation of the Annual Accounts for the Financial Year 2011-12, the applicable Accounting Standards have been followed and that there are no material departures;

ii. they have selected such accounting policies in consultation with the statutory auditors 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 the year;

iii. they have taken proper and sufficient care to the best of their knowledge 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;

iv. they have prepared the Annual Accounts on a going concern basis.

Auditors

M/s. Sunil Sethia & Associates, Chartered Accountants, are appointed as auditors of the Company .The auditor's shall hold the office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting of the Company on such remuneration as may be decided on mutual consent and advice of the Board and has given their consent for re-appointment. Company has received a certificate under Section 224(1B) from the retiring auditors regarding their eligibility for re-appointment as the Company's Auditors for the year 2012-13.

Particulars of Employees

Statement of Information in accordance with the provisions of Sec.217 (2A) of the Companies Act, 1956 read along with the Companies (Particulars of Employees) Rules 1975 as amended, is not applicable because none of the employees of your company whether employed for a part of the financial year or throughout the financial year has been paid a remuneration of R.5,00,000/- per month or Rs.60,00,000/- per annum.

Industrial Relations

Your Company enjoyed cordial industrial relations with the employees and workers at all project sites.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Your company is not an industrial undertaking. Accordingly, particulars with regard to conservation of energy and technology absorption and adaptation required to be given under these heads in accordance with the provisions 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 are not applicable.

There are no Foreign Exchange earnings or outgo during the financial year 2011-12.

The Management Discussion & Analysis Report

The Management Discussion & Analysis Report for the year ended under review, as stipulated under Clause 49 of the Listing Agreements is presented in a separate section forming part of the Directors Report.

Corporate Governance

Your Directors adhere to the requirements set out by the Securities Exchange Board of India's, Corporate Governance practices and have implemented all the stipulations prescribed. Report on Corporate Governance as per Clause 49 of the Listing Agreement has been provided in a separate section forming part of the Directors Report.

Acknowledgement

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - Clients, Financial Institutions, Banks, Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors

Shantimull Nahar Managing Director

Place: Chennai Date: 20th August 2012