The Members
 
 The Directors have pleasure in presenting their Twenty Eight Annual
 Report of the company together with the Audited Accounts for the period
 ended 31st March, 2011.
 
 FINANCIAL RESULTS
 
 The salient features of the Company''s standalone and consolidated
 financial results for the period under review are as follows:
 
                                                    (Amounts in Lacs)
                                  STANDALONE          CONSOLIDATED
                             31.03.11  31.07.10    31.03.11  31.07.10
 
 Total Income                  190.00     24.51        1.62     24.51
 
 Profit / (Loss) 
 (before Interest, 
 depreciation                  153.93   (227.04)     (34.45)  (227.04) 
 and tax)
 
 Less: Finance Charges            NIL     19.10         NIL     19.10
 
 Less: Depreciation              3.65     12.85        3.65     12.85
 
 Profit/(Loss) before tax      150.28   (258.99)     (38.10)  (258.99)
 
 Less: Provision for tax
 
 Current                         1.75       NIL        1.75       NIL
 
 Deferred                      (29.02)    (8.18)     (29.02)    (8.18)
 
 Profit / (Loss) 
 after tax                     177.55   (250.81)     (10.83)  (250.81)
 
 Add: Share of Profit 
 from Associates                                        NIL     64.03
 
 Profit / (Loss) for 
 the period                    177.55   (250.81)     (10.83)  (186.78)
 
 Paid Up Equity Share 
 Capital                      1400.00   1400.00     1400.00   1400.00
 
 FINANCIAL HIGHLIGHTS AND OPERATIONS
 
 During the period under review, company on a standalone basis have made
 total Income of Rs.190.00 lacs as against Rs.24.51 lacs in the previous
 year. The company has made profit before Interest, Depreciation and Tax
 of Rs. 153.93 lacs against loss of Rs. 227.04 lacs in the previous year
 in the standalone financial statement. Other operative income of Rs.
 188.38 lacs in standalone financial statements represents surplus on
 cost of Investments in Associates as per AS-13 and it was recognized as
 ''Share of Profit from Associates'' in Consolidated Financial Statements
 in the earlier years on basis of Equity Method as per AS – 23
 
 Your company has made a Net loss of Rs. 10.83 lacs against net loss of
 Rs. 250.81 lacs in the previous year in Consolidated financial
 statement.
 
 APPROPRIATION
 
 Your Directors do not recommend any dividend for the period under
 review.
 
 CHANGES IN SHARE CAPITAL
 
 During the period, Company has not made any allotment of Equity or
 preference Shares.
 
 CHANGE IN FINANCIAL PERIOD
 
 Board of Directors at their meeting held on 29th April, 2011 approved
 to change the financial period of the company from 31st July to 31st
 March and accordingly the current financial period will be from 1st
 August, 2010 to 31st March, 2011. (8 months)
 
 MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)
 
 Pursuant to Clause 49 of the Listing Agreement with the Stock
 Exchanges, Management Discussion and Analysis Report are attached as
 Annexure I.
 
 CORPORATE GOVERNANCE
 
 As required by the Clause 49 of the Listing Agreement(s) entered into
 with the Stock Exchange(s), a Compliance Report on Corporate Governance
 is attached as per Annexure II. A certificate from the practicing
 Company Secretary confirming compliance with the conditions of the
 Clause 49 of the Listing Agreement(s) is also attached. The Company is
 in compliance with the requirements and disclosures that have to be
 made in this regard.
 
 In terms of sub-clause (v) of Clause 49 of the Listing Agreement, a
 certificate from Managing Director, inter alia, confirming the
 correctness of the financial statements, adequacy of internal control
 measures and reporting of matters to the Audit and Compliance Committee
 in terms of the said Clause, is also enclosed as a part of the said
 Report.
 
 GENERAL SHAREHOLDER''S INFORMATION
 
 Detailed information in this regard is provided in this section
 ''General Shareholder Information'' forming part of this Annual Report
 attached as Annexure III.
 
 CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
 ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO
 
 Since your Company and their Associates does not own any manufacturing
 facility, the requirements pertaining to disclosure of particulars
 relating to conversation of energy, research and development and
 technology absorption, as prescribed under the companies (Disclosure of
 particulars in the report of Board of Directors) Rules 1988 are not
 applicable.
 
 Foreign Exchange Earnings and Outgo
 
 The foreign exchange earnings and expenditure of the Company during the
 period under review were Rs. 20.04 Lacs.
 
 ASSOCIATES
 
 During the period, Samay Techno Corp & Universal Technologies, who were
 engaged in software development activities, ceased to be associates of
 the company w.e.f. 31.12.2010.
 
 The Company''s associate Hazoor Township Developers Pvt. Ltd., (HTD) are
 engaged in infrastructure & Real Estate activities and they are
 developing a Residential Project under a Joint Venture (A.O.P) viz.
 HAZOOR HOMES, implementing the Housing Project comprising of
 affordable apartments catering to middle income group, situated at
 Hingane off Sinhagad Road, Pune.
 
 GROUP
 
 Pursuant to an intimation from the Promoters, the names of the
 Promoters and entities comprising group as defined under the
 Monopolies and Restrictive Trade Practices (MRTP) Act, 1969 are
 disclosed in the Annual Report for the purpose of the SEBI (Substantial
 Acquisition of Shares and Takeovers) Regulations, 1997.
 
 DIRECTORS
 
 Mr. Rahul Shidhaye, director resigned w.e.f. 23.05.2011. The Board
 places on record its appreciation for their service recorded to your
 company.
 
 Mr. Ravindra Shenoy & Mr. Harish Luharuka, Directors of the Company,
 retire by rotation at the ensuing Annual General Meeting and being
 eligible offer themselves for reappointment.  Profiles of these
 Directors, as required by Clause 49 (IV)(G) of the Listing Agreements
 are furnished in the Corporate Governance Report forming part of this
 Annual Report.
 
 DIRECTOR''S RESPONSIBILITY STATEMENT AS REQUIRED U/S 217 (2AA) OF THE
 COMPANIES ACT, 1956
 
 As required by sub-section (2AA) of section 217 of the Companies
 (Amendment) Act 2000, the directors confirm that:
 
 a) in the preparation of annual accounts, the applicable accounting
 standards has been followed.
 
 b) 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 period and of the profit and
 loss of the company for that period.
 
 c) they have taken proper and sufficient care for 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.
 
 d) they have prepared the annual accounts on a going concern basis.
 
 AUDITORS'' REPORT
 
 The observations made by the Auditors in their Report are Self
 Explanatory and need no further elaboration u/s 217(3) of the Companies
 Act, 1956.
 
 AUDITORS
 
 M/s. Ajmera Ajmera & Associates, Chartered Accountants, the Auditors of
 the Company retire as statutory auditors at the conclusion of this
 Annual General Meeting and are seeking their re-appointment. A
 certificate from them has been received to the effect that their re-
 appointment as statutory auditors, if made, would be within the limits
 prescribed u/s 224(1B) of the Companies Act, 1956 and they do not
 suffer any disqualifications as laid down in section 226 of the act.
 M/s. Ajmera Ajmera & Associates, Chartered Accountants, have also
 confirmed that they have been subjected to the peer review process of
 ICAI, & they hold a valid certificate issued by the peer review Board
 of the ICAI.
 
 CONSOLIDATED ACCOUNTS
 
 In accordance with Accounting Standard AS-23 prescribed by the
 Institute of Chartered Accountants of India, the Consolidated Accounts
 of the Company and its Associates along with Auditors Report thereon is
 annexed to this report.
 
 FIXED DEPOSITS
 
 Your Company has not accepted any deposits from the public under
 section 58A of the Companies Act, 1956 and companies (Acceptance of
 deposits) Rules, 1975.
 
 EMPLOYEES
 
 Since the Real Estate and software development activities are carried
 out by the Associates of the company. The staff strength of the Company
 comprises of few selected highly qualified and experienced
 professionals who are in charge of the administration and financial
 management of the company. Employee relations continue to be cordial.
 
 During the period under review ,there was no employee employed
 throughout the financial period who was in receipt of remuneration in
 excess of the limits prescribed under section 217 (2A) of the Companies
 Act, 1956, read with companies (Particulars of Employee) Rules, 1975.
 
 ACKNOWLEDGEMENTS
 
 The Board of directors places on record its sincere appreciation for
 the dedicated efforts put in by all employees, their commitment and
 contribution at all levels, in most difficult and challenging
 environment during the period. Your Directors would like to record
 their sincere appreciation for the support and co-operation that your
 Company received from business associates and other strategic partners
 of the company.
 
 Your Directors wish to place on record their sincere appreciation and
 thanks for the valuable co-operation and support received from the
 Registrar of Companies, Maharashtra, Regional Director, Western Region,
 Ministry of Company Affairs, Company''s bankers, financial institutions,
 and shareholders at large and look forward to the same in greater
 measure in the coming years.
 
                                        For & on behalf of the Board
 
                                                        Vikas Shukla 
                                                   Managing Director
 
 Place : Mumbai
 Date  : 1st August, 2011