BOARD'S REPORT

TO

THE MEMBERS,

The Directors have pleasure in presenting before the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31 st March, 2015

2 EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT, that affect the substance and figures given in the Statement : NIL

3 Change in the Nature of Business, if any,

During the year under review, the Company has surrendered its NBFC Licenqe to RBI. The Company intends it pursue its other main objects.

4 DIVIDEND:

The board recommends to declare a dividend at 5% for the year under review.

BOARD MEETINGS:

The Board of Directors duly met 4 times during this financial year on the following dates  28/05/2014 22/07/2014 24/10/2014 02/02/2015

6 DIRECTORS AND KEY MANANGERIAL PERSONNEL:

Details about the Appointment, Re-appointment, Change in Designation,

Resignation of Directors (along with fact of resignation), Managing Directors,

Whole Time Directors, KMP, Independent Directors.

Disclosure U/s.149(10) on Appointment of Independent directors for the second term  by way of special resolution.

During the year Promoter Director Mr. Teckchand Hoondamal Vaswani &  Independent Director Mr.J.Viswanathan have expired. & Mrs, Muthulakshmi  Ganesh was appointed as a Director.

7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 is enclosed. ANNEXUREI

8. COMPOSITION OF AUDIT COMMITTEE

Audit Committee consists of the following Independent Directors

Mr.K.M .Narasimhan

Mr.T.V.Srinivasan

9. VIGIL MECHANISM:

Whistle Blower policy: The Company has a whistle blower mechanism wherein the employees are free to report violation of laws, rules, regulations or unethical conduct to their immediate superiors or such other person as may be notified from time to time by the management. The confidentiality of those reporting violations shall be maintained and they shall not be subjected to any discriminatory practices. No person

had been denied access to the Audit Committee.

10. DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and profit for company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

11 INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITIONOFTHE SUBSIDIARIES/ ASSOCIATES/ JV

The company has no Subsidiary / Joint Venture / Associate.

12 EXTRACTOFANNUALRETURN:

As required pursuant to section 92(3) oftheCompaniesAct,2013 and Rule 12( 1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report (FORMAT IN ANNEXUREII)

13 AUDITORS:

The Auditors, M/s R.Bhaskar & Co, Chartered Accountants, D.C.Towers, No. 17,3rd Floor, F 37 & 38, Second Avenue, Anna Nagar, Chennai - 600 102 retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. As per the provisions of the Companies Act, 2013, the Auditors could be appointed for a period of One year from the conclusion of this Annual General Meeting till the conclusion of AGM to be held on 2016.

14 SECRETARIAL AUDIT: Secretarial audit report as provided by Mr. G.Porselvam Practising Company Secretary is enclosed to this Report as Annexure III

15 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy: NIL

(B) Technology absorption: NIL

(C) Foreign exchange earnings and Outgo NIL

16 DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

The company has not Accepted / renewed any deposits during the year.

17 SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

The Company has not made any Application /Petition to any of the Regulators during the year under Review, except that the Company has submitted its Draft Scheme of De-Merger to the BSE, which is under consideration.

18 DETAILS OFADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has adequate Internal Control System.

19 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company does not have any:

SECURED LOANS: NIL

UNSECURED LOANS: NIL

CURRENT/NON-CURRENT INVESTMENTS: NIL

GUARANTEES: NIL

SECURITIES EXTENDED: NIL

20 RISK MANAGEMENT POLICY:

The company has framed Risk Management policy

21 CORPORATE SOCIAL RESPONSIBILITY POLICY:

The present Net worth / turnover of the company do not require compliance with C SR

22 RELATED PARTY TRANS ACTIONS: NIL

23 FORMAL ANNUAL EVALUATION:

Statement about the manner in which the formal evaluation made by the Board of its own performance and that of its committees and individual Directors.

The company is regularly adopting its Annual Evaluation Process, and the same is being considered by the board.

24 Disclosure about Cost Audit

Applicability of Cost Auditor dose not arise.

25 LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015­2016 to BSE and BSE is the designated stock exchange where the shares of the company are listed.

26 CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as apart of this Annual Report (ANNEXUREIV)

Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

27 INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY NBFC, HOUSING COMPANIES ETC.

The company has surrendered its NBFC license to RBI during the year and the disclosure in this regard is not mandated.

28 SECRETARIAL STANDARDS

Standards as was in Force is being adopted