The Members
 
 The Directors present the Eighteenth Annual Report on the business and
 operations of the Company together with the Audited Statements of
 Accounts for the year ended March 31, 2011.
 
 1.  FINANCIAL RESULTS
 
                                                      (Rs.in Lacs)
 
 Particulars                             Year Ended      Year Ended
 
                                    31st March 2011 31st March 2010
 
 Profit (Loss) before Depreciation             1.53           24.44
 
 Less: Depreciation                               -               -
 
 Profit (Loss) before Ta x                     1.53           24.44
 
 Add/Less: Provision for MAT                   0.28            3.78
 
 PROFIT AFTER TAX                              1.25           20.66
 
 Less: Brought forward loss of 
 previous year                              (324.55)        (345.26)
 
 (Loss)/Profit carried to Balance Sheet     (323.30)        (324.55)
 
 2.  STATE OF COMPANY''S AFFAIRS
 
 Your Company could not carry on any significant activities during the
 year under report. However, in pursuance of Open Offer, the new
 Management will work on the business of the Company.
 
 3.  OPEN OFFER
 
 During the year under report, Moongipa Development and Infrastructure
 Limited and Shiva Shakti Enclaves Private Limited made an Open Offer
 in terms of the Regulations 10 and 12 and applicable provisions of the
 SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
 1997 and amendments thereto (the Regulations / the SEBI (SAST)
 Regulations). The process was completed during the month of May 2011
 in accordance with the prevailing laws and statutes. 55,30,407
 (Fiftyfive Lacs thirty Thousand four Hundred and Seven) fully paid-up
 Equity Shares of Rs. 10/ - (Rupees Ten only) each were purchased
 through MOU and 10800 Acquired in the open offer by Moongipa
 Development And Infrastructure Limited and Shiva Shakti Enclaves
 Private Limited made (the Acquires) from the erstwhile Promoters.
 33,69,160 (Thirty Three Lacs Sixty Nine Thousand One Hundred and Sixty)
 fully paid-up Equity Shares of Rs. 10/- (Rupees Ten Only) each were
 proposed in the offer for public tendered by the public.
 Consequentially, the Board was reconstituted on 27.8.2011.
 
 The new Management has initiated working out detailed Business Plan.
 
 4.  DIVIDEND
 
 Directors regret their inability to recommend any dividend on the
 Equity Shares of the Company for the year ended 31st March 2011.
 
 5.  DEPOSITS
 
 The Company did not accept any deposits from the public.
 
 6.  PERSONNEL
 
 None of the employees of the Company came under the provisions of
 Section 217(2A) of the Companies Act, 1956 read with the Companies
 (Particulars of Employees) Rules, 1975.
 
 7.  DIRECTORS
 
 Your Company''s Board was reconstituted with the induction of the
 following new Directors:
 
 1.  Mr. Rajesh Agarwal.
 
 2.  Mr. Nawal B. Agarwal
 
 3.  Mr. Sanjay Agarwal.
 
 4.  Mr. Chandrahas Shetty.
 
 5.  Mr. Yogesh N Dave.
 
 The following Directors stepped down from the Office of Director
 consequent upon the successful completion of Open Offer:
 
 1.  Mr. Bharath Phalanetra - Whole Time Director
 
 2.  Mr. Lokesh Kapoor - Director
 
 3.  Mr. Meghal Shantaram Karekar - Director
 
 4.  Mr. Mandya Venkatachar Seshadri Vasan - Director
 
 Mr. Rajesh Agarwal is being appointed as Managing Director at the
 ensuing Annual General Meeting subject to your approval with effect
 from 1st October, 2011.
 
 Your Board places on record their appreciation for the immense
 contribution made by the outgoing Directors.
 
 8.  AUDIT COMMITTEE
 
 Audit Committee constituted by the Board of Directors with requisite
 composition to fall in line with the prevailing laws continued to
 discharge its functions during the year under report.
 
 9.  AUDITORS
 
 Messrs Murugendrappa & Co, Chartered Accountants, Bangalore, Auditors
 of the Company, retire at the ensuing Annual General Meeting and have
 expressed their unwillingness for re appointment.
 
 The Board have recommended the appointment of Messrs G. L. Singhal &
 Co. Chartered Accountants, as the Statutory Auditors of the Company in
 place of Messrs Murugendrappa & Co, Chartered Accountants, Bangalore.
 
 10.  AUDITORS'' REPORT
 
 With reference to the comments given by the Auditors in the Auditors
 Report on Accounts of the Company, the Management''s explanations have
 been suitably made in Notes to Accounts of the Balance Sheet and Profit
 and Loss Account and are self explanatory.
 
 11.  DEPOSITORY SYSTEMS
 
 Your Company continues with an arrangement with National Securities
 Depositories Limited (NSDL) and Central Depository Services (India)
 Limited (CDSL) for dematerialization of your Company''s securities in
 accordance with the provisions of the Depositories Act 1995, which are
 fully operational and members may avail of such facilities. With this,
 the members have an option/discretion to hold their demat shares in the
 Company through National Securities Depositories Limited and/or Central
 Depository Services (India) Limited.
 
 12.  LISTING OF SECURITIES
 
 The Equity Shares of the Company are listed at Bombay Stock Exchange
 Limited. Further, your Company has duly paid the Annual Listing Fees
 for the year 2011 – 2012 to the Bombay Stock Exchange Limited.
 
 13.  CORPORATE GOVERNANCE
 
 The Company has complied with all the recommendations of the Corporate
 Governance Code as provided in Clause 49 of the Listing Agreement. A
 report on Corporate Governance is given as Annexure to this report.
 
 14.  MANAGEMENT DISCUSSION & ANALYSIS
 
 During the year the Company was able to earn profits. The Company has
 accumulated losses from past years. The Company is continuously trying
 to revive its business and looking forward for various proposals for
 profitable projects. With the favourable economic conditions, your
 Directors and the Management look forward for better prospects in the
 near future.
 
 The Company has an adequate system of internal controls to commensurate
 with its nature of business and scale of operations.
 
 None of the Company''s employees are represented by any labour union nor
 are subject to collective bargaining agreement. The Company have not
 experienced any work stoppages or any industrial indiscipline in the
 year under review.
 
 15.  DIRECTORS'' RESPONSIBILITY STATEMENT
 
 As required under Section 217 (2AA) of the Companies Act, 1956, your
 Directors confirm that:- (i) in the preparation of the annual accounts
 for the financial year ended 31st March 2011, the applicable accounting
 standards have been followed.
 
 (ii) the Directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give true and fair view of the state of affairs of
 the Company as on 31st March 2011 and of the profit and loss of the
 Company for the year ended 31st March 2011.
 
 (iii) the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions if the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities.
 
 (iv) the Directors have prepared the annual accounts for the year under
 review on a going concern basis
 
 16.  CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION, AND
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO:
 
 Disclosure under section 217(1)(e) of the Companies Act, 1956, read
 with the Companies (Disclosure of particulars in the report of the
 Board of Directors) Rules, 1988 are as follows:
 
 (a) CONSERVATION OF ENERGY:
 
 Since the Company has not undertaken any business during the year,
 hence there is no question of energy conservation.
 
 (b) TECHNOLOGY ABSORPTION:
 
 No Technology has been developed or imported by way of foreign
 collaboration.
 
 (c) FOREIGN EXCHANGE EARNINGS AND OUTGO:
 
 During the year under review, the Company has not incurred any
 expenditure in foreign currency nor has earned any foreign exchange
 income.
 
 17.  UNUSUAL ITEMS AFTER THE YEAR END DATE:
 
 In the opinion of the Directors, no item, transaction or event of a
 material and unusual nature has arisen in the interval between the end
 of the financial year and the date of this report which would affect
 substantially the results of the operations of the Company and for the
 financial year in which this report is made.
 
 18.  ACKNOWLEDGMENTS
 
 Your Directors wish to place on record its appreciation for the
 whole-hearted and sincere co-operation and able guidance and support
 that the Company received from all concerned including, Banks, Stock
 Exchange, Government Authorities and Semi Government Bodies of the
 Central and State Government. Your Directors also wish to place on
 record their appreciation for the good efforts put in by the employees
 of the Company and for the unstinted support extended by the
 shareholders.
 
                                  For & on behalf of the Board
 
                              Bharath Phalanetra    Lokesh Kapoor
 
                              Whole-Time Director     Director
 
 
 Place: Vadodara
 
 Date: 27.08.2011