Directors Report of Vas Infrastructure Ltd.

Mar 31, 2024

The Resolution Professional/Committee are pleased to present the 29^th Annual Report of the
Company and the Statement of Audited Financial Statement for the year ended 31st March,
2024, as follows:

UPDATE ON CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)

Pursuant to order dated March 11, 2024, of the Hon''ble National Company Law Tribunal -
Mumbai Bench ("NCLT Order"), Corporate Insolvency Resolution Process ("CIRP") was initiated
against the Company in accordance with the provisions of the Insolvency and Bankruptcy
Code, 2016, ("Code") and related rules and regulations issued thereunder with effect from
March 11, 2024 (Corporate Insolvency Resolution Process Commencement Date). Resolution
Professional, Mr. Ashok Kumar Golechha (Regn. No. IBBI/IPA-002/IPN000932/2019-
2020/12973) was appointed on March 11, 2024.

FINANCIAL RESULTS

(Amount in Lacs)

	Year ended 31.03.2024	Year ended 31.03.2023
Turnover	(41.97)	161.97
Profit/(Loss) Before Depreciation, Finance Charges & Taxation	(909.71)	138.52
Profit/(Loss) after Depreciation & Taxation	(6,225.90)	(4,704.88)
Surplus (Deficit) of Profit & Loss Account of earlier year	(2,3887.93)	(19,183.52)
Balance carried over to Balance-sheet	(6,225.90)	(4,704.88)

DIVIDEND

No dividend is declared for the FY 2023-2024.

UNCLAIMED DIVIDEND FOR THE YEAR ENDED 31-03-2015

The Company has sent to all shareholders vide letter dated July 22, 2021 (REMINDER No..1)
and again on January 6, 2022 (REMINDER No. 2) and FINAL REMINDER No. 3 was also given in
Newspaper Publication on June 24, 2022 in Free Press and Navshakti edition informing them
that their Dividend remains unclaimed and the procedure to obtain payment of these
Unclaimed Dividends including their Equity shares.

Details of Dividend unclaimed including their Equity shares held by the members for the year
2015 have been uploaded on the Company website i.e. www.vasinfrastructureltd.com

Members are encouraged to view the list and lodge their claim with IEPF Authority for
Dividend which has remained unclaimed.

UNCLAIMED DIVIDEND INCLUDING SHARE TO BE TRANSFERRED TO IEPF ACCOUNT

In terms of Section 124, 125 and other applicable provisions of the Act, the Dividend for the
Financial Year ended 31^st March 2015, declared at the 20^th AGM of the Company held on 30^th
June, 2015, which remained unclaimed for 7 (seven) years and amounting to Rs.1,05,906/-
was required to be transferred to IEPF Account of the Central Government (during the month
of July 2022). In compliance with the said provisions before transferring such Dividend to the
IEPF Account, as stated in the notice sent to the members including Newspaper Notice. In this
regard, on account of service issue occurring on MCA web portal - V3 version, the name of
our Company was not appearing on MCA Challan dated 26.7.2022 the amount was not
credited to MCA.

DETAILS OF SHARES

The details of Unclaimed Dividend including Equity shares held to be transferred to IEPF
Authority are available on the website of IEPF Authority and the same can be assessed
through the website www.iepf.gov.in. Such details are also available on the website of the
company at www.vasinfrastructureltd.com.

INDIAN ACCOUNTING STANDARDS

As per the requirements of the Notification dated 16.02.2015 issued by the Ministry of
Corporate Affairs (MCA) Standalone and the Financial Statement of the Company for the
Financial Year 2023-2024 have been approved as per Ind AS.

AMOUNT TRANSFERRED TO RESERVES

The Committee has decided to carry (Rs.6225.90). lacs losses to its reserves.

NATURE OF INDUSTRY

The Company is directly engaged in the business of Development of Real Estate,
residential facilities including construction, infrastructure.

STATEMENT ON COMPANY''S AFFAIRS

In view of sluggish market condition, the sale of flats was very low. However barring the
unforeseen circumstances, your company will develop new projects during the current year.

During the year ended 31st March, 2024, your company has made loss after tax of
(Rs.6225.90) lacs as against loss of (Rs.4704.88) lacs in the previous year.

MATERIAL CHANGES SINCE END OF FINANCIAL YEAR TILL DATE OF THIS REPORT

There is no material changes since end of the financial year till date of this Report.

ASSOCIATE COMPANIES

As on 31^st March, 2024, no Company is an Associate of the Company.

During the year, no other Company, became a Subsidiary/Associate/Joint Venture
Company of the Companies.

DEPOSITS

The company has not invited or accepted any Deposits as required under section 73 of the
co''s Act from the public during the year under review.

ONE TIME SETTLEMENT WITH CANARA BANK

As reported in the last Annual Report, the Company has entered OTS with Canara Bank
(Formerly Syndicate Bank) against outstanding dues. The Company has paid its 1^st
installment and on account of liquidity crunches the Company has not paid other
installment. However during the current year, the Company has requested the Bank to
revised in our repayment dues and the matter is pending with the Bank for its approval.

In the meantime, it is learnt that Canara Bank has filed Petition at NCLT, Mumbai, under IBC
Act of 2016, for recovery of their outstanding dues.

The matter is actively followed from time to time.

NO FRESH LOAN TAKEN FROM FINANCIAL INSTITUTIONS

The Company has not availed any fresh loan/Working Capital facility during the year 2023¬
2024 and therefore the company has not carried any valuation on the stock/ other assets
during the year.

SUBSIDIARY COMPANY

The Company does not have any Subsidiary/Joint Venture/Associate Company as on
and for the year ended 31st March, 2024.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT:

Particulars of the loans given, Investment made or guarantee given or security provided

and the purpose for which the loan or guarantee or security is proposed to be utilized by
the recipient of the loan or security are provided, if any to the Financial Statement.

PARTICULARS OF CHANGE IN BUSINESS

There is no change in the business operations of the Company.

VOLUNTARY REVISION OF FINANCIAL STATEMENTS

We state that there is no Voluntary Revision of Financial Statements during the Financial Year 2023¬
2024.

GLOBAL DEPOSITORY RECEIPT

During the year, the company has not received any Global Depository Receipt or American
Depository Receipt or warrants or any convertible instruments which has impact on our
Share Capital (Equity) of the Company.

COMMODITY PRICE RISK OR FOREIGN EXCHANGE

There is no commodity price risk or foreign exchange risk to the company as our activities are
redevelopment including Building and construction activities.

WEB ADDRESS

Our Web address is www.vasinfrastructureltd.com and all the data including Annual
Report and various others matters are displayed on our website.

ANNUAL RETURN

As required under Section 134(3)(a) and Section 92(3) of the Act, the data on Annual
Return has been uploaded on the Company''s'' website and can be accessed at
www.vasinfrastructureltd.com under Investor Relation

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES/INDUSTRIAL RELATIONS

There is no Material Development on human resources /industrial relations front, including
number of employees.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

None of the employees are related with any of the Directors of the Company.

STATUTORY AUDITORS

At the 27th AGM held on 22nd September, 2022, M/s. Satyaprakash Natani & Company
Chartered Accountants, (Firm Registration No 115438W) were appointed as Statutory
Auditors of the Company. Accordingly, the Audit Committee again recommended M/s.
Satyaprakash Natani & Company, Chartered Accountants, (Firm Regn. No. 115438W)

Mumbai, as the Company''s Statutory Auditors for a further period of three years

i.e.Financial Year 2024-2025 upto to Financial Year 2028-2029.

Further, the Statutory Auditors have issued an Unmodified Opinion on the Financial
Statement for the Financial Year 2023-2024 and the Auditors Report forms part of this
Annual Report.

Accordingly M/s. Satyaprakash Natani & Company, Chartered Accountants, (Firm Regn. No.
115438W) Mumbai, are proposed to be Re-appointed for a further period of 3 years i.e.
Financial Year 2024-2025 as Auditors to hold office from the conclusion of this AGM till the
conclusion of the next AGM to be held on or before September 2027, on such remuneration
including out of pocket expenses as may be mutually agreed upon by the Board of Directors &
Auditors.

None of the Directors including Key Managerial Personnel of the Company or their
relatives are concerned or interested in the Resolution.

The Board recommend passing of the Ordinary Resolution set out at Item No. 2 of the Notice
for approval by the shareholders.

Cost Auditor

As per Sec. 148 of the Companies Act, the Company is not required to maintain the cost
Audit records, as the same is not applicable to our Company.

SECRETARIAL AUDITORS REPORT

As required u/s. 204 of the Act and Reg. 24(A) of SEBI LODR was conducted by CS Pranay
Mandhana & Associates, Practising Company Secretary, ACS 60165 (CP No. 23399). The
Secretarial Audit Report dated 26.05.2024 is attached and the same forms Part of the
Board Report.

The Qualification/ observation made by Secretarial Auditor in his Report, the contents of
the said Audit Report are self-explanatory and do not call for any further comments.

Further in the matter of SEBI and as per Qualification (Secretarial Audit Report) dated May
26, 2024, the same has been clarified by the Auditors and also explained under Directors''
Report are self explanatory.

The Company has obtained Practising Company Secretary Certificate on Corporate
Governance on Secretarial Compliance Report attached.

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

Information in accordance with Section 134 (3)(m) of the Companies Act, 2013, read with the

Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 2014 is given
as below forming part of this report. The disclosure of particulars with respect to
Conservation of Energy is not applicable in the case of your company.

Particulars as required under Companies (Disclosure of Particulars in the Report of
Directors) Rules, 1988 and forming part of Directors'' Report for the year ended 31st March,
2024.

		Current Year Rs.	Previous Year Rs.
I.	R E S E A R C H & D EVELOPMENT (R & D)
a)	Specific areas in which R & D carried out by the Company	None	None
b	Benefits derived as a result of the above R&D (Generation of Solar)	None	None
c	Further plan of action:-	No n e	None
d	Expenditure on Research & Development	N i 1	Nil
II	TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION
a	Efforts in brief made towards Technology Absorption, Adaptation and Innovation	Nil	Nil
b	Benefit derived as a result of solar *	N i i	Nil
c	Particulars of Technology (solar) Amount, spent * Saving in Electricity consumption will be continuous available to the Company	Nil	Nil
III	FOREIGN EXCHANGE EARNINGS & OUTGO
a	Activities relating to exports and export plans
b	Total Foreign Exchange Used & Earned:
	i) Foreign Exchange Used	-	-
	ii) Foreign Exchange Earned	-	-

STOCK EXCHANGE

The Company is listed on the Stock Exchange .

1. Bombay Stock Exchange Ltd. and we have paid to BSE Listing Fees for the Year
2024-2025.

DIRECTORS:

The Company has constituted Board but since, the company was under CIRP, the Board
powers are suspended.

The Board consists of 2 Directors, out of which one is Executive Director and other one is
Independent Director.

Further, as specified by the Secretarial Auditor, we state that none of the Directors on the
Board of the Company have been debarred or disqualified from continuing as Director of the
Company as prescribed by SEBI and also confirmed by our Secretarial Auditor.

During the year, none of the Directors are seeking re-appointment at this AGM as their terms
of Appointment are for 5 years. Accordingly, pursuant to Reg.26(4) and 36(3) of Listing Reg. &
Sec. Standard on General Meetings issued by the ICSI, New Delhi, in respect of Director
seeking appointment/re-appointment at this AGM not annexed.

Declaration by Mr. Dhrup chand Ramdhar Varma, that he meets the criteria pursuant to
provisions of Sec 149(c) of the Companies Act, 2013 are received by the Company.

As regards the Appointment of Women Director under Section 149, of the Companies Act,
2013, your company has already appointed Mrs. Kirti Padave as (Women) Executive Director
as per the Board of Directors Meeting held on 14th August, 2012.

DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION BY DIRECTOR FROM A COMPANY

None of the Directors of the Company are receiving any Commission from the Company;
hence the requirement of disclosure is not applicable.

DISCLOSURE ABOUT RECEIPT OF COMMISSION / REMUNERATION BY MANAGING
DIRECTOR / WHOLE-TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY

Since the Company does not have any Holding or Subsidiary Company, the requirement of
disclosure is not applicable. None of the Directors or Independent Directors of the Company
are receiving any Commission or Remuneration from its Holding or Subsidiary Company or
any Group Companies.

EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Since Board is suspended, no evaluation was conducted.

REPORTING OF FRAUD

The Auditors of the Company have not reported any instances of Fraud Committed against
the Company by its officers or employees as specified Under Section 143(12) of the
Companies Act, 2013.

SHARES BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

SWEAT EQUITY

During the year, the Company has not issued any Equity Shares with differential
rights or any Sweat Equity Shares.

BONUS SHARES

No Bonus Shares were issued during the year under review, hence the
requirement of disclosure is not applicable.

EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees, hence the
requirement of disclosure is not applicable.

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company has not issued any Equity Shares with Differential Voting Rights during the year
under review hence the requirement of disclosure is not applicable.

FAMILIARIZATION PROGRAMME

The details of programmes for familiarization of Independent Directors with the Company,
their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the company and related matters are put on the
website of the company at www.vasinfrastructureltd.com.

RISK MANAGEMENT

Pursuant to Section 134(3) (n) of the Companies Act, 2013 and relevant Regulation of
Listing Regulation 2015, the Company has adopted a Risk Management Policy for the
identification and implementation of a Risk Mitigation Plan for the Company. The company
has included appropriate procedures to inform the Committee about the Risk Assessment and
minimization procedures. The Committee periodically revisit and reviews the overall Risk
Management Plan for making desired changes in response to the dynamics of the business.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Details in respect of Vigil Mechanism and Whistle Blower Policy are provided in the Corporate
Governance report forming Part of this Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

There are no significant materials orders passed by The Regulatory or Courts or Tribunal,
which would impact the going concern status of the company and in its future except
approval of the Resolution Plan vide order NCLT order dated March 11, 2024.as stated above.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to our Company.

INTERNAL CONTROL SYSTEMS

The Company has got internal control system commensurate to the size and the systems
and operations. It is supplemented by extensive internal audit procedures, reviewed by
Management and Audit Committee. The internal audit covers all the activities of the
company. Company reviews findings of internal audit system on regular basis and they
are upgraded based on internal audit recommendations. Company''s statutory Auditors''
have confirmed the adequacy of internal control systems.

DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 134 (5)

The Committee of Directors of the Company confirm that :

1. The preparation of the Annual Account, the applicable accounting standards have been
followed and wherever required, proper explanations relating to material departures have
been given.

2. Selected such accounting policies and applied them consistently and made judgements
and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of the profit or loss of
the Company for that period.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities.

4. The Accounts have been prepared on a going concern basis.

5. The Company had laid down internal financial controls and such internal financial
controls are adequate and were operating efficiently.

6. The Company had devised proper system to ensure compliance with the provisions of all
applicable laws and such systems were adequate and operating efficiently.

All documents referred to in the accompanying Notice are open for inspection at the
Registered Office of the Company during the office hours of the Company on any working
days up to September 23, 2024, between 2.00 PM to 4.00 PM

I. PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEES

The details as required under Sec.197 of the Companies Act, 2013, and Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel),

None of the Directors/KMP/Employees are drawing remuneration in excess of the limits
during the year under review.

Details of remuneration paid during the Financial Year 2023-2024

S.NO.	Name	Fees
1.	Mr. Dhrupchand Varma	Nil
2.	Mrs. Kirti Padave	Nil
3.	Mr. James Desai	Nil

SALARY PAID TO EXECUTIVE DIRECTOR AND KEY MANAGERIAL PERSONNEL

S.NO.	NAME	Total Salary including perks	% INCREASE / DECREASE IN REMUNERATION (median)
1	Mrs. Kirti Padave (Executive Director)	11,52,280.00	-1.79
2	Mr. Hariram Bijlani (Company Secretary) - KMP (Resigned on 19.01.2024)	1,819,658.00
3	Mr. James Desai (CFO - KMP)	6,50,248.00	38.00

1. The percentage increase, decrease in the median remuneration of employees in the
financial year: NIL

2. The number of permanent employees on the rolls of Company as on 31.03.2024 - Nil

3. Affirmation that the remuneration is as per the Remuneration Policy of the Company:

It is affirmed that the remuneration paid is as per the Remuneration Policy applicable for
Directors, Key Managerial Personnel and other employees, adopted by the Company.

DIRECTORS SEEKING APPOINTMENTS & RE-APPOINTMENT

As stated, Pursuant to Regulation 36 of SEBI (LODR) Regulation 2015, none of the Directors to
be re-appointed at this AGM and the same is not applicable.

CESSATION

Mr. Ravindra Dungarshi resigned with effect from March 6, 2024

Mr. Ajay Jani, Independent Director resigned with effect from March 6, 2024

COMPANY SECRETARY

Mr. Hariram K. Bijlani, Company Secretary resigned with effect from January 19, 2024.

The Board places on record the valuable services rendered by them during their tenure of
services with the Company.

TAXATION

The Companies Income Tax Assessment have been completed upto the Assessment Year
2016-2017. The assessment for FY 2017-18 is under review by the Tax authorities. All other
applicable compliances are compiled with upto FY 23-24.

INDUSTRIAL RELATIONS

Industrial Relations with all the employees of the Company were cordial during the year
under review.

SEXUAL HARASSMENT ON WOMEN (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013

The Company has formed an Internal Complaints Committee (ICC) which is responsible for
Redressal of complaints related to Sexual Harassment as per the policy.

During the year under review, there was no complaint on sexual harassment of
women/employees.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management discussion and Analysis Report gives a detailed account of state of
Affairs forms Part of this Annual Report.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance alongwith a Certificate from Auditors of the Company
regarding the compliance with the conditions of Corporate Governance as stipulated under
Part E of Schedule V of SEBI LODR forms Part of this Annual Report.

Since the details regarding composition and meetings of the Board of Directors and its
committee are covered under the Corporate Governance Report, the same are not repeated
here for the sake of brevity.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD

The applicable Secretarial Standard i.e. SS-1 and SS-2 relating to the meetings of the Board of
Directors'' and General Meetings have been duly complied by the company.

INSIDER TRADING REGULATIONS & CODE OF DISCLOSURE

The Board of Directors have adopted the Code of Practice and procedures for fair disclosure of
Unpublished Price Sensitive Information and Code of Internal Procedures and conduct for
Regulating Monitoring and Reporting of Trading by Insiders in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation 2015.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions (RPT) entered into by the Company during the year under
Review were at arms'' length basis in the Ordinary course of business.

There were no materially significant Related Party Transactions made by the Company with
the Promoters/Directors/KMP or other designated persons which could have potential
conflict with the interest of the Company at large. All the Related Party Transactions (RPT)
are placed before the Audit Committee for its approval. As such, no particulars of such
contracts or arrangements are furnished. The same has been enumerated in Notes.

In accordance with the requirement of SEBI, LODR the Company has formulated and adopted
policy for determining materiality of and dealing with RPTs. Those policies have been
amended from time to time with the amendment of SEBI, LODR. These codes and policies
are already displayed on Company''s website at www.vasinfrastructureltd.com.

ENVIRONMENT PROTECTION AND POLLUTION CONTROL

The Company has always been socially conscious corporate and has always carried forward all
its operations and procedures for Environment friendly norms with all necessary clearances.

CAUTIONARY FORWARD LOOKING STATEMENT

Certain statement in the Directors'' Report describing the Companies objectives, projections,
estimates, expectations or predicators may be forwarding looking statements within the
meaning of applicable securities laws and regulations. Actual results could differ from those

expressed or implied. Important factors that could make a difference to the Companies
operations include Labour and material availability and prices, cyclical demand and pricing of
the companies principal markets, changes in government, regulations, tax, economic
development within India and other incidental factors

GREEN INITIATIVES

Electronic copies of the Annual Report 2023-2024 and the Notice of the AGM are sent to all
the members whose email address are registered with the R&T Agents i.e. Link In Time (I)
Pvt. Ltd.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to the State and Central Government for
their Co-operation and dedicated and devoted services rendered by the employees of the
Group of Companies at all levels. Your Directors also thank the Bankers, customers,
shareholders and the suppliers of services of your Company for their co-operation and
valuable support.

For Vas Infrastructure Ltd.

Sd/- Sd/-

Place : Mumbai Dhrupchand R.Varma (Ashok Kumar Golechha)

Dated :13.08.2024 Director Resolution Professional

DIN: 09429519 Regn.No.IBBI/IPA-002/IP-

N000932/2019-2020/12973

---

Mar 31, 2015

The Members,

The Directors have pleasure in presenting their Twentieth Annual Report and the Statement of Audited Accounts of your Company for the 18 months ended 31st March, 2015.

FINANCIAL RESULTS

(Amount in Lacs) 18 months ended 18 months ended 31.3.2015 30.9.2013

Turnover 9345.83 7860.15

Profit/(Loss) Before Depreciation, Finance Charges & Taxation 2767.66 899.57

Profit/(Loss) before Depreciation & Taxation 206.38 91.12

Profit/(Loss) after Depreciation & Taxation 43.36 78.46

Surplus (Deficit) of Profit and Loss Account of earlier year 106.43 (27.96)

Balance carried over to Balance Sheet 43.36 78.46

DIVIDEND

Your Directors are pleased to recommend a Dividend at 0.70 paise per Equity Shares on the face value of Rs.10/- for the year ended 31st March, 2015.

AMOUNT TRANSFERRED TO RESERVES

The Board has decided to carry Rs. 43.36 Lacs to its reserves.

STATEMENT ON COMPANY''S AFFAIRS

There is growth in business and sale of flats have also improved during the year.

MATERIAL CHANGES SINCE END OF FINANCIAL YEAR TILL DATE OF THIS REPORT

There is no material changes since end of financial year till date of this Report.

FIXED DEPOSITS

The company has not invited or accepted any Fixed Deposits from the public during the year under review.

AUDITORS

The Statutory Auditors M/s. Kakaria & Associates, Chartered Accountants, Vapi are eligible to be re-appointed. The Directors recommend M/s. Kakaria & Associates, Chartered Accountants, Vapi, to be re-appointed as Statutory Auditors.

AUDITORS AND SECRETARIAL AUDITORS REPORT

There are no adverse comments or qualification in either Auditor Report or Secretarial Audit Report.

EXTRACTS OF THE ANNUAL RETURN IN MGT9

The annual return in MGT9 form is annexed herewith as Annexure ''B'' to this Report.

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

Information in accordance with Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 2014 is given as below forming part of this report for the Eighteen (18) months ended 31st March, 2015. The disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your company.

I. RESEARCH & DEVELOPMENT (R & D)

a) Specific areas in which R&D carried out by the Company None

b) Benefits derived as a result of the above R&D None

c) Further plan of action None

d) Expenditure on Research & Development Nil

II. TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

a) Efforts in brief made towards Technology, Absorption, Adaptation and Innovation Nil

b) Benefit derived as a result of the above effort Nil

c) Particulars of Technology imported during the last 5 years Nil

III. FOREIGN EXCHANGE EARNINGS & OUTGO

a) Activities relating to exports and export plans Nil

DIRECTORS

Pursuant to the provisions of Section 149, 152 of the Companies Act, 2013 and Rules made there under read with Schedule IV of the Companies Act, 2013 it is proposed to appoint Mr. Babulal Bansilal Jain and Mr. Ganesan Venkatraman as Independent Directors of the Company for a fixed period of Five (5) years from April 1, 2015 and are not liable to retire by rotation.

Declaration by Independent Directors Mr. Babulal Bansilal Jain and Mr. Ganesan Venkatraman that they meet the criteria pursuant to provisions of Sec 149(c) of the Companies Act, 2013 and clause 49 of the listing agreement with BSE Ltd. are received by the Company.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link : www.vasinfrastructureltd.com.

As regards the appointment of Women Director under section 149 of the Companies Act, 2013, your company has already appointed Mrs. Kirti Kishore Padave as Women (Executive) Director as per the Board of Directors Meeting held on 14th August, 2012.

CHANGE IN COMPANY SECRETARY

In compliance of Section 203 of the Companies Act, 2013, read with Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, it is informed that Mr. Hariram K. Bijlani (FCS 3893) was appointed as Company Secretary and Compliance Officer with effect from May 6, 2015, in place of Mr. Vyankatesh H. Mulwad (FCS 2710) who resigned from the services of the company with effect from May 6, 2015.

INTERNAL CONTROL SYSTEMS

The Company has got internal control system commensurate to the size of the operations. It is supplemented by extensive internal audit, reviewed by Management and Audit Committee procedures. The internal audit covers all the activities of the company. Company is reviewing its internal control system on regular basis and they are upgraded based on internal audit recommendations. Your Company''s'' statutory Auditors have confirmed the adequacy of internal control systems.

DIRECTORS" RESPONSIBILITY STATEMENT

Statement under sub-section (3c) of Section 134 of the Companies Act, 2013:

In the preparation of the Annual Accounts:

i) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given.

ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Accounts have been prepared on a going concern basis.

v) the Directors had laid down internal financial controls and such internal financial controls are adequate and were operating efficiently.

vi) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating efficiently.

PARTICULARS OF EMPLOYEES

There were no employees who were in receipt of remuneration in excess of the amount prescribed under Section 134(3c) of the Companies Act, 2013, read with the Companies (Appointment and Remuneration) Rules 2014, during the year under review.

SECRETARIAL AUDIT REPORT

The Board has appointed Mr. Prakash K. Pandya, Practising Company Secretary, to conduct Secretarial Audit for the financial period. The Secretarial Audit Report for the financial period ended March 31, 2015 is annexed herewith marked asAnnexureAto this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

VAS INFRASTRUCTURE LTD. (VIL) firmly believes that good Corporate Governance results in regulation of the affairs of your Company in a most transparent, ethical and accountable manner. This is not only the need of the hour but also a means to satisfy the aspirations of all those concerned with the Corporate World.

Adherence to Corporate Governance ensures greater level of transparency and accountability, fairness in operations, full disclosure, integrity and compliance of laws. Your Company is committed to administer good Corporate Governance.

VAS INFRASTRUCTURE LTD. recognizes the value of adherence to Corporate Governance in its true sense which alone can ensure continuation of belief and the trust reposed by one and all in your company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT OVERALL (MD&A)

The Report includes MD&A at appropriate places so that repetition and overlap between Directors Report and MD&A is avoided.

THE BUSINESS

Your Company is one of the leading redevelopment Real Estate Company especially in Borivali (West), Mumbai. The construction and redevelopment of projects at various locations are currently in progress. Your company has already initiated various steps for sustaining growth through cost optimization, process improvement and efficient management of working capital tools of innovation are employed for new projects/marketing initiative the purpose being constantly stay ahead in terms of ideas and performance.

CORPORATE GOVERNANCE REPORT

Management Discussion and Analysis Report plus Responsibility Report and Code of Conduct is given separately forming Part of the Board of Directors Report.

MANAGERIAL REMMUNERATION

The remmuneration committee has recommended to the Board of Directors a policy relating to remmuneration for the Directors including KMP. Further, the Board affirm that remmuneration paid to Directors are as per policy of the Companies Act.

AUDIT FEES

1.1 TABLE OF DETAILS OF DIRECTORS, NO. OF BOARD MEETINGS, HELD, ATTENDANCE AT THOSE MEETINGS, FEES PAID AND ATTENDANCE AS AT 31.3.2015 & AGM HELD FOR THE PREVIOUS PERIOD 25.3.2014

Sr. Name of Directors AGM held on No. of Meetings for Attendance Fees NO 25.3.2014 18 Months period

1 Dr. Jayesh Vinodrai Valia - Executive Chairman YES 6 6 NIL

2 Mr. Babulal Bansilal Jain - Independent Director YES 6 6 60,000

3 Mr. Ganesan Venkatraman - Independent Director YES 6 6 60,000

4. Mrs. Kirti Padave - Executive Director YES 6 6 NIL

1.2 Remuneration paid to Directors (18 months from 1.10.2013 to 31.3.2015)

a) Dr. Jayesh Vinodrai Valia (Executive Chairman) - Rs. 2.50 Lacs p.m. i.e. Rs. 45.00 Lacs (period of 18 months).

b) Mrs. Kirti Kishore Padave (Executive Director) - Rs. 12,09,900 (period of 18 months).

2 AUDIT COMMITTEE

TABLE OF DETAILS OF DIRECTORS, NO. OF AUDIT COMMITTEE MEETINGS HELD, FEES PAID AND ATTENDANCE AS AT 31.3.2015 & AGM HELD FOR THE PREVIOUS PERIOD 25.3.2014

Sr. Name of Directors No. of Meetings for 18 Attendance Fees No Months period 1 Mr. Ganesan Venkatraman - Chairman of the Committee / Independent Director 6 6 60,000

2 Mr. Babulal Bansilal Jain - Member / Independent Director 6 6 60,000

3 Mrs. Kirti Padave - Executive Director 6 6 NIL

2.1 Terms of Reference to Audit Committee in Brief

The Terms of the reference of the Audit Committee are those prescribed under clause 49 of the Listing Agreement including inter- alia the review of financial results before submission to the Board for approval to ensure that the financial statements are correct and present true and fair view, interaction with Statutory Auditors, recommendation of appointment and payment of audit fees to the Auditors and to review the adequacy of internal control systems.

NOMINATION AND REMUNERATION COMMITTEE

Sr. Name of Directors No. of Meetings for 18 Attendance Fees No Months Period

1 Mr. Ganesan Venkatraman 2 2 NIL

2 Mr. Babulal Bansilal Jain 2 2 NIL

2.2 Remuneration Committee

It consists of Mr. Ganesan Venkatraman and Mr. Babulal Bansilal Jain, Independent Directors. It determines the salary and perks payable to Board Level Members and recommends Board for its consideration.

3. VIGILANCE MECHANISM FOR EMPLOYEES

The Vigilance Mechanism of the Company, which also incorporates a Whistle Blower Policy are as per the Listing Agreement. Any Employee who wants to report genuine concern is allowed to do it to the Chairman of Audit Committee. Mr. G. Venkatraman. The Policy on Vigilance Mechanism and Whistle Blower Policy may be accessed on the Company''s Website : www.vasinfrastructureltd.com

4. SEXUAL HARASSMENT ON WOMEN (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 During the year under review, there was no complaint on sexual harassment of women / employees.

5.1 Shareholders/Investor Grievance Committee

Shareholders/Investor Grievance Committee consists of (1) Shri Babulal Bansilal Jain (2) Dr. Jayesh Vinodrai Valia (3) Mrs. Kirt Kishore Padave.

5.2 Broad terms of Reference to Shareholders/Investor Grievances Committee

To approve Share Transfers, to review and advise the Company on any grievance in relation to

(a) Non-transfer of shares

(b) Non-receipt of Annual Report

(c) Any other grievance raised by any shareholder.

7. Details of Annual General Meeting held in two previous years

DATE TIME VENUE OF AGM

Tuesday, March 25, 2014 12.00 noon The No.1 Party Hall, Building No.1, Sumer Nagar, S. V. Road, Kora Kendra Bus Stop, Borivali (West), Mumbai 400 092,

Friday, 28th September, 10.00 a.m. The No.1 Party Hall, Building 2012 No.1, Sumer Nagar, S. V. Road, Kora Kendra Bus Stop, Borivali (West), Mumbai 400 092,

8. General Shareholders'' Information

1. Annual General Meeting.

Day, Date and Time : By Separate Communication

9. Financial Calendar (2013 - 2015)

Annual General Meeting for the Eighteen months ended 31st March, 2015.

Date : 30.6.2015 at 12.00 noon Information sent by separate communication.

10. Book Closure Date : 24.6.2015 to 30.6.2015 (both days inclusive)

11. Dividend Payment Date : Be paid on or after 5.7.2105.

11a. Registered Office : Plot No. 757/758, Jwala Estate, Ground Floor, Soni Wadi, Near Kora Kendra, Off S.V. Road, Borivali (West), Mumbai 400 092. Tel : [phone] - Fax : [phone]b. CIN No. : L74999MH1994PLC076538

Email : [e-mail]

Website : www.vasinfrastructureltd.com

Telephone : [phone]

Fax : [phone]

12. Listing on Stock Exchange Equity Shares Bombay Stock Exchange Ltd.,

Dalai Street, Mumbai 400 001.

13. Stock Market Information

i) Stock Code 531574

Bombay Stock Exchange Ltd.

14. Registrars & Transfer Agents M/s. Sharex Dynamic (India) Pvt. Ltd., Unit-1, Luthra Industrial Premises, Safeed Pool, Andheri Kurla Road, Andheri (East), Mumbai - 400 072. Tel: [phone]

Share Transfer System : Your Company''s Equity Shares are admitted with the Depository System of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)asan eligible security under the Depositories Act, 1996. As such, facilities for dematerializations of your Company''s Equity Shares are available vide INE No.192 CO 10 13 at both the depositories. Your Company''s Equity Shares are under compulsory dematerialization.

15. Dematerialisation of Shares and Liquidity :

Approximately 94.95% of the Equity Shares have been dematerialized upto 31st March, 2015. Trading in Equity Shares of the Company is permitted only in dematerialized form compulsorily as per notification issued by the Securities and Exchange Board of India.

16. i) Materially significant related party transactions that may have potential conflict with the interests of company

The Company does not have material significant related party transactions i.e. transactions of the company of material nature with its Promoters, Directors of the Management, or their subsidiaries or relatives etc. that may have potential conflicts with the interest of the Company at large. However Disclosure of Transactions with any related party have been made in the Balance-Sheet in Notes to Accounts at Note No. 27.

ii) Non-Compliance by the Company, penalties, strictures imposed on the Company by Bombay Stock Exchange Ltd. or SEBI or any statutory authority, on any matter related to Capital Markets, during the last three years.

- None iii) Details of Compliance with mandatory requirements and adoption of the non-mandatory requirement of this clause

The Company has complied with mandatory requirements and None of the Independent Directors on our Board has served for a tenure exceeding nine years.

17. Means of Communication :

The Quarterly/Half Yearly Unaudited Financial Results/Audited Financial Results are published in Navshakti and Free Press Journal, and put up on the website of Bombay Stock Exchange Ltd. as well as on Company''s website. The notices to the shareholders are published in Navshakti and Free Press Journal.

18. Practising Company Secretaries Certificate on Corporate Governance :

Your Company has obtained a certificate from the Practising Company Secretary regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Bombay Stock Exchange Ltd. This is annexed to the Annual Report. The Certificate will also be sent to Bombay Stock Exchange Ltd., alongwith the Annual Accounts to be filed by the Company.

19. DECLARATION

The Board has laid down a code of conduct for all Board Members and Senior Management of the Company which is posted on the website of the company. The Board Members and Senior Management have affirmed compliance with the code of conduct.

FOR AND ON BEHALF OF THE BOARD

PLACE : MUMBAI (DR. JAYESH V. VALIA) DATED : 12.5.2015 EXECUTIVE CHAIRMAN

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Sep 30, 2013

The Directors have pleasure in presenting their Nineteenth Annual Report and the Statement of Audited Accounts of your Company for the 18 months ended on 30th September, 2013.

FINANCIAL RESULTS

(Amount in Lacs)

Eighteen months ended Year ended 30.9.2013 31.3.2012 Rs. Rs.

Turnover 7860.15 409.30

Profit/(Loss) Before Depreciation, Interest & Taxation 262.58 (232.78)

Profit/(Loss) before Depreciation & Taxation 94.06 (239.19)

Profit/(Loss) after Depreciation & Taxation 81.41 (247.76)

Surplus (Deficit) of Profit and Loss Account of earlier year (27.96) 82.32

Balance carried over to

Balance Sheet 109.38 (176.37)

FIXED DEPOSITS

The company has not invited or accepted any Fixed Deposits from the public during the year under review.

DIRECTORS

During the year under review Mr. Babulal Bansilal Jain, retires by rotation at the conclusion of this meeting and being eligible offers himself for re-election.

During the year under review Mr. Ganesan Venkatraman, retires by rotation at the conclusion of this meeting and being eligible offers himself for re-election.

Mr Ajay Nautamlal Jani resigned from the Board on February 1, 2014. The Board placed on record the valuable services rendered by him during his tenure on the Board.

PARTICULARS OF EMPLOYEES

There were no employees who were in receipt of remuneration in excess of the amount prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Statement under sub-section (2AA) of Section 217 of the Companies Act, 1956 :

In the preparation of the Annual Accounts :

i) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given.

ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO Information in accordance with 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 is given in the Annexure ''B'' forming part of this report. Form ''A'' requiring disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your company.

STOCK EXCHANGE

The Company is listed on the following Stock Exchange.

1. Bombay Stock Exchange Ltd.

Your Company is listed on Bombay Stock Exchange Ltd. and the Annual Listing fee has been paid.

AUDITORS

The Statutory Auditors M/s. Kakaria & Associates, Chartered Accountants, Vapi are eligible to be re-appointed. The Directors recommend

M/s. Kakaria & Associates, Chartered Accountants, Vapi, to be re-appointed as Statutory Auditors.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with The Bombay Stock Exchange Ltd, the Management Discussion and Analysis and the Report on Corporate Governance together with Practising Company Secretaries Certificate form a part of the Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation of the dedicated and devoted services rendered by the employees of the Group of Companies at all levels. Your Directors also thank the Bankers, customers, shareholders and the suppliers of services of your Company for their co-operation and valuable support.

FOR AND ON BEHALF OF THE BOARD (DR. JAYESH VINODRAI VALIA)

EXECUTIVE CHAIRMAN

PLACE : MUMBAI

DATED : 03.02.2014

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Mar 31, 2011

The Members,

The Directors have pleasure in presenting their Seventeenth Annual Report and the Statement of Audited Accounts of your Company for the year ended on 31st March, 2011.

FINANCIAL RESULTS

(Amount in Rupees)

Year ended Year ended

31/3/2011 31/3/2010

Rs. Rs.

Turnover 35,17,62,744 18,37,03,050

Profit/(Loss) Before

Depreciation, Interest & Taxation 1,35,39,112 4,47,99,953

Profit/(Loss) before Depreciation & Taxation 1,35,39,112 4,47,99,953

Profit/(Loss) after Depreciation & Taxation 82,32,939 4,15,44,784

Surplus (Deficit) of Profit and Loss Account of earlier year 4,15,70,747 (27,93,796)

Balance carried over to Balance Sheet 82,32,939 4,15,70,747

DIVIDEND

During the year under consideration, Company has made profit However the Company has not recommended Dividend during the year under consideration to plough back the profits to meet expansion of activities.

FIXED DEPOSITS

The company has not invited or accepted any Fixed Deposits from the public during the year under review.

DIRECTORS

During the year under review Mr. Ajay Nautamlal Jani, retires by rotation at the conclusion of this meeting and being eligible offers himself for re-election.

During the year under review Mr. Babulal Bansilal Jain, retires by rotation at the conclusion of this meeting and being eligible offers himself for re-election.

Mr. Shashikant Krishna Kittur who held the Directorship of the Company has ceased to be the Director with effect from August 11,2010 due to his sad demise on that day. The Board places on record its appreciation for the valuable services rendered by him during his tenure as Director of the Company.

PARTICULARS OF EMPLOYEES

There were no employees who were in receipt of remuneration in excess of the amount prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Ruies 1975, during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Statement under sub-section (2AA) of Section 217 of the Companies Act, 1956 :

In the preparation of the Annual Accounts :

i) the applicable accounting standards have been followed and Wherever required, proper explanations relating to material departures have been given.

ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Accounts have been prepared on a going concern basis.

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

Information in accordance with 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 is given in the Annexure 'B' forming part of this report. Form 'A' requiring disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your company.

STOCK EXCHANGE

The Company is listed on the following Stock Exchange.

1. Bombay Stock Exchange Ltd.

Your Company is listed on Bombay Stock Exchange Ltd. and the Annual Listing fee has been paid.

AUDITORS

The Statutory Auditors M/s. Kakaria & Associates, Chartered Accountants, Vapi are eligible to be re-appointed. The Directors recommend M/s. Kakaria & Associates, Chartered Accountants, Vapi, to be re-appointed as Statutory Auditors.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd., the Management Discussion and Analysis and the Report on Corporate Governance together with Auditors Certificate form a part of the Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation of the dedicated and devoted services rendered by the employees of the Group of Companies at all levels. Your Directors also thank the Bankers, customers, shareholders and the suppliers of services of your Company for their co- operation and valuable support.

FOR AND ON BEHALF OF THE BOARD

(DR. JAYESH V. VALIA)

CHAIRMAN

PLACE : MUMBAI

DATED : 15.7.2011

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Mar 31, 2010

The Directors have pleasure in presenting their Sixteenth Annual Report and the Statement of Audited Accounts of your Company for the year ended on 31st March, 2010.

FINANCIAL RESULTS

(Amount in Rupees) Year ended Year ended

31/3/2010 31/3/2009

Rs. Rs.

Turnover 18,37,03,050 -

Profit/(Loss) Before

Depreciation, Interest

& Taxation 4,47,99,953 (56,90,940)

Profit/(Loss) before

Depreciation & Taxation 4,47,99,953 (88,32,084)

Profit/(Loss) after

Depreciation & Taxation 4,15,44,784 (90,01,458)

Surplus (Deficit) of Profit and

Loss Account of earlier year (27,93,796) (2,57,48,995)

Balance carried over to

Balance Sheet 4,15,70,747 (27,93,796)

DIVIDEND

During the year under consideration Company has made profit after set-off accumulated of losses, however the Company has not recommended Dividend during the year under consideration.

FIXED DEPOSITS

The company has not invited or accepted any Fixed Deposits from the public during the year under review.

DIRECTORS

During the year under review Dr. Jayesh Vinodrai Valia, retires by rotation at the conclusion of this meeting and being eligible offers himself for re-election.

Mr. Ganesan Venkatraman joined the Board on August 25, 2010. He is an Additional Director and requires consent from the Members.

Mr. Shashikant Krishna Kittur who held the Directorship of the Company has ceased to be the Director with effect from August 11, 2010 due to his expiry. The Board places on record its appreciation for the valuable services rendered by him during his tenure as a Director of the Company.

PARTICULARS OF EMPLOYEES

There were no employees who were in receipt of remuneration in excess of the amount prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies

(Particulars of Employees) Rules 1975, during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Statement under sub-section (2AA) of Section 217 of the Companies Act, 1956 :

In the preparation of the Annual Accounts:

i) the applicable accounting standards have been followed and Wherever required, proper explanations relating to material departures have been given.

ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Accounts have been prepared on a going concern basis.

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

Information in accordance with 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 is given in the Annexure B forming part of this report. Form A requiring disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your company.

STOCK EXCHANGE

The Company is listed on the following Stock Exchange.

1. Bombay Stock Exchange Ltd.

Your Company is listed on Bombay Stock Exchange Ltd. and the Annual Listing fee has been paid.

AUDITORS

The Statutory Auditors M/s. Kakaria & Associates, Chartered Accountants, Vapi are eligible to be re-appointed. The Directors recommend M/s. Kakaria & Associates, Chartered Accountants,Vapi, to be re-appointed as Statutory Auditors.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with The Bombay Stock Exchange Ltd, the Management Discussion and Analysis and the Report on Corporate Governance together with Auditors Certificate form a part of the Annual Report.

The Auditors have qualified their report in respect of non- compliance of certain Corporate Governance norms referred to in the coverage on Corporate Governance Report forming part of the Annual Report. The said Corporate Governance Report on non-Compliance with Clause 49 of the Listing Agreement is self-explanatory and do not require further elucidation.

Your Company could not comply with the statutory requirements of formation of various Committees due to inadequacy of strength of Directors.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation of the dedicated and devoted services rendered by the employees of the Group of Companies at all levels. Your Directors also thank the Bankers, customers, shareholders and the suppliers of services of your Company for their co- operation and valuable support.

FOR AND ON BEHALF OF THE BOARD

(DR. JAYESH V. VALIA) CHAIRMAN

PLACE : MUMBAI

DATED : 25.8.2010