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Country Condos Ltd.

BSE: 531624 Sector: Infrastructure
NSE: COUNCODOS ISIN Code: INE695B01025
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OPEN 4.59
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VOLUME 456
52-Week high 9.35
52-Week low 3.20
P/E 53.75
Mkt Cap.(Rs cr) 33.37
Buy Price 4.18
Buy Qty 463.00
Sell Price 4.30
Sell Qty 130.00
OPEN 4.59
CLOSE 4.45
VOLUME 456
52-Week high 9.35
52-Week low 3.20
P/E 53.75
Mkt Cap.(Rs cr) 33.37
Buy Price 4.18
Buy Qty 463.00
Sell Price 4.30
Sell Qty 130.00

Country Condos Ltd. (COUNCODOS) - Director Report

Company director report

To

The Members of

M/s. COUNTRY CONDO'S LIMITED

The Directors have pleasure in presenting the 28th Annual Report of the Companytogether with the Audited Accounts for the year ended 31st March 2015.

FINANCIAL RESULTS

(` in Lakhs)

Particulars Year ended 31.03.2015 Year ended 31.03.2014
(12 Months) (12 Months)
Turnover 3293.16 803. 24
Profit / (Loss) 166.89 55.00
Balance brought forward 238.83 183.83
Balance carried forward 83.31 238.83

FINANCIAL PERFORMANCE OF THE COMPANY

The Board would like to inform that the development of the Company's real estate &construction activities and Hospitality Income has grown and has achieved a Turnover of`3293.16 Lakhs comparing Last years `803.24 Lakhs only and has achieved a Profit of`166.89 Lakhs Further other income of `3.99 Lakhs has been arrived in addition to thereal estate & hospitality income.

During this year the Company had a Net Profit of `166.89 Lakhs. Amount of `322.41 hasbeen transferred to Retained Earnings in pursuant to Schedule II of the Companies Act2013 to write down the Fictitious Assets of the Company. The Balance of `83.31 has beentransferred to General Reserves to strengthen the Reserves of the Company. Currently theaccumulated P&L Account Surplus is `83.31 Lakhs.

The Board of Directors noted and took on record the report of the business review andanalyzed the various options available and suitable in the present circumstances to theCompany. The Board decided that it was no longer cost effective to manufacture and producethe goods in the present un-remunerative market conditions with the help of presentundertaking. Hence the Board after due discussions and deliberations decided todiversify / proposed to diversify its activities into the area of Hotel & HospitalityEntertainment Tourism industry etc.

NUMBER OF MEETINGS OF THE BOARD:

6 Board Meetings held during the Financial Year 2014-15.

SHARE CAPITAL

The Paid-up Share Capital of the Company stands at `77597300/- (Rupees Seven CroreSeventy Five Lakh Ninety Seven Thousand Three Hundred Only) as on 31st March 2015.

The entire Paid-up Share Capital of your Company is listed with both the StockExchange(s) namely M/s. Bombay Stock Exchange Limited (BSE) and M/s. National StockExchange of India Limited (NSE).

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Clause 49 of the Listing Agreement a report on the management discussionand analysis is enclosed herewith.

CONSERVATION OF ENERGY TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:Additional information as required u/s 134 of the Companies Act 2013:

Information as required under section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 forming part of Directors Report for theyear ended 31st March 2015.

The information as per Section 134 of the Companies Act 2013 has to be presented:

A. Conservation of energy

(i) The steps taken or impact on conservation of Energy: The Company iscontinuously monitoring the consumption of energy and implements wherever necessary therequired measures for conserving it.

(ii) The Steps taken by the Company for utilising alternate sources of Energy: NIL

(iii) The Capital Investment on energy conservation equipments: NIL

B. Technology absorption:
(i) The efforts made towards technology absorption : No technology - indigenous or foreign is
- involved.
(ii) The benefits derived like product Improvement cost reduction product Development or import substitution: : Not applicable
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the Financial year) : No technology has been imported during the year.
(a) The details of technology imported : NIL
(b) The year of import : Not applicable
(c) Whether the technology been fully Absorbed : Not applicable
(d) If not fully absorbed areas where absorption has not taken place and the reasons thereof; : Not applicable
(iv) The expenditure incurred on Research and Development. : NIL

 

C. Foreign exchange earnings and outgo:
2014-15 2013-14
Foreign Currency Earnings/Inflow NIL NIL
Foreign Currency Expenditure / Outflow NIL NIL

Extracts of Annual Return and other disclosures under Companies (Appointment &Remuneration) Rules 2014

The Extract of Annual Return in Form No. MGT-9 as per Section 134 (3) (a) of theCompanies Act 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 ofCompanies (Management & Administration) Rules 2014 is enclosed as Annexure-Iand forms part of this report.

PARTICULARS OF EMPLOYEES:

Information as per Rule 5(1) of Chapter XIII Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014:

Name of Director Designation Remune ration FY 14-15 Remune ration in FY 13-14 % of remune ration in 2015 as compared to 2014 Ratio of remuneration to MRE

Ratio of remuneration to

Revenues Net Profit
FY 14-15 FY 14-15
U. Gandhi Chief Financial Officer 1652640 Nil N.A 11.48 Times 0.005 0.09
Laxmikanth. J Company Secretary 553500 540000 3.33 3.7 Times 0.002 0.03
Total Remuneration of KMP's 2206140 540000 308 % -- 0.007 0.12

1. The Median Remuneration of the employees of the Company during the financial yearwas Rs.12000/-

2. In the financial year there was an increase of 5% in the median remunerationemployees.

3. There are 89 permanent Employees on the Rolls of the Company as on 31st March 2015.

4. Variations in the market capitalization of the Company:

a) The Market Capitalisation of the Company as on 31st March 2015 was Rs.9.93 Croresas compared to Rs.18.93 Crores as on 31.03.2014

b) The price earning ratio of the Company was 5.8 as at 31st March 2015 and was 34.85as at 31st March 2014

c) The closing share price of the Company at BSE Limited on 31st March 2015 beingRs.1.28/- per equity share of face value of Re.1/- each has grown 1.28 times since thelast offer for sale made in the year 1996 (Offer Price was Rs.10/- per equity share offace value of Rs.10/- each).

5. The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee.

6. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year - N.A. and

7. It is hereby confirmed that the remuneration is as per the remuneration policy ofthe Company.

The Directors are to report that no employee was in receipt of remuneration of`6000000/- or more per annum or `500000/ - or more per month where employed for a partof the year.

BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Sri. Y. Varun Reddy Vice-Chairman & Director of theCompany who retire by rotation at the 28th Annual General Meeting and being eligibleoffer himself for re-appointment.

During the Financial Year 2014-15 Smt. Y. Manjula Reddy was appointed as a Director ofthe Company whose office is liable to retire by rotation and the Provisions of Section149(1) and Rule 3 of Companies (Appointment and Qualification of Directors) Rules 2014 ofthe Companies Act 2013 has been complied with respect to the Appointment of a WomenDirector on the Board.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OFSECTION 149 OF THE COMPANIES ACT 2013:

The Independent Directors have submitted the Declaration of Independence as requiredpursuant to Section 149 (7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in Sub-Section (6) of section 149 of Companies Act 2013.

Details of Directors or key Managerial Personnel who were appointed or have resignedduring the year.

Mr. U. Gandhi was appointed as Chief Financial Officer of the Company on 30.06.2014.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 of the Companies Act 2013 with respectto the Directors' Responsibility Statement the Board of Directors of the Company herebyconfirms:

(a) that in the preparation of the annual accounts for the Financial year ended 31stMarch 2015 the applicable accounting standards have been followed;

(b) that the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2015and Profit and Loss Statement of the Company for that period;

(c) that the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) that the directors have prepared the annual accounts for the financial year ended31st March 2015 on a going concern basis;

(e) that the directors have laid down internal controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively;

(f) that the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively;

RELATED PARTY TRANSACTIONS:

All the related party transactions are entered on arms length basis and are incompliance with the applicable provisions of the Act and the listing agreement. There areno materially significant related party transactions made by the Company during theFinancial Year 2014-15 which may have the potential conflict with the interest of thecompany at large. Thus disclosure in Form AOC-2 is not required.

Further in accordance with the requirements of the listing agreement the company hasformulated policies on related party transactions. The policy is available on the websiteof the Company: www.countrycondos.co.in.

AUDITORS:

M/s. P. Murali & Co. Chartered Accountants the statutory Auditors of the Companywho holds office until the conclusion of the ensuing Annual General Meeting and areeligible for re-appointment as per section 139 of Companies Act 2013.

M/s. P. Murali & Co. have expressed their willingness to get re-appointed as thestatutory auditors of the Company and furnished their certificate of eligibility andconsent for their re-appointment under section 141 of the Companies Act 2013 and therules framed there under. The Board based upon the recommendations of the Audit committeerecommends the appointment of M/s. P. Murali & Co. as the statutory auditors of theCompany.

The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.

TYPES OF COMMITTEES:

The Company has 3 different Committees they are: a. Audit Committee

Composition of the Audit Committee:

The Audit Committee for the year was constituted of the following members:

Name of the Member Category
1. Sri P.V.V. Prasad Chairman Independent
2. Sri G. Venkateshwar Rao Member Non- Executive Directors
3. Sri S. Bal Reddy Member

Mr. J. Laxmikanth Company Secretary has acted as the Secretary to the Committee.

b. Nomination & Remuneration Committee

The Nomination and Remuneration Committee for the year was constituted of the followingmembers:

Name of the Member Category
1. Sri P.V.V. Prasad Chairman Independent
2. Sri G. Venkateshwar Rao Member Non- Executive Directors
3. Sri S. Bal Reddy Member

The Company follows a policy on remuneration of directors and other senior managerialpersonel. The Policy is recommended by the Nomination and Remuneration Committee andapproved by the Board. More details of the same is given in the Corporate GovernanceReport.

c. Stakeholders Relationship Committee

The Stakeholders Relationship Committee was constituted of the following Directors:

Name of the Member Category
1. Shri G. Venkateshwar Rao Chairman Independent
2. Shri S. Bal Reddy Member Non- Executive Directors
3. Shri P.V.V. Prasad Member

Mr. J. Laxmikanth Company Secretary has acted as the Secretary to the Committee.

STATEMENT PURSUANT TO LISTING AGREEMENT:

The Company's Equity shares are listed at

1. Bombay Stock Exchange Limited Mumbai.

2. National Stock Exchange of India Limited Mumbai.

The Company has paid the Annual Listing Fees to the above Stock Exchanges for the year2015-16.

CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement a separate section containing theReport on Corporate Governance together with the Certificate on the compliance with theconditions of Corporate Governance issued by the Auditors of the Company is appendedhereto and they form part of this Annual Report.

SECRETARIAL AUDIT REPORT:

The Board of Directors have appointed Gopal Dhanaji Practising Company Secretary asthe Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial yearended 31st March 2015 in compliance with the provisions of Section 204 of the CompaniesAct 2013.

The report of the Secretarial Audit Report by Gopal Dhanaji Practising CompanySecretary in Form MR-3 is enclosed as Annexure - II to this Report.

The report on secretarial audit does not contain any qualification or adverse remark.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board of Directors of the Company has adopted Whistle Blower Policy. This policy isformulated to provide an opportunity to employees and an avenue to raise concerns and toaccess in good faith the Audit Committee to the highest possible standards of ethicalmoral and legal business conduct and its commitment to open communication in case theyobserve unethical and improper practices or any other wrongful conduct in the Company toprovide necessary safeguards for protection of employees from reprisals or victimizationand to prohibit managerial personnel from taking any adverse personal action against thoseemployees.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The company has in place adequate internal financial controls with reference tofinancial statements. In addition the Company has also appointed M/s. Sankar & RajaChartered Accountants as the Internal Auditors of the Company to conduct the regularInternal Audit and place its Report before the Audit Committee. During the year suchcontrols were tested and no reportable material weakness in the design or operation wasobserved.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financialyear under review.

The details of significant material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future:

No significant or material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future during the yearunder review.

FIXED DEPOSITS:

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

MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments in the business operations of theCompany from the Financial Year ended 31st March 2015 to the date of signing of theDirector's Report.

RISK MANAGEMENT POLICY:

The Company has policy for identifying risk and established controls to effectivelymanage the risk. Further the company has laid down various steps to mitigate theidentified risk.

MECHANISM FOR BOARD EVALUATION:

Clause 49 of the Listing Agreement states that the board shall monitor and review theboard evaluation framework. The Companies Act 2013 states that a formal annual evaluationneeds to be made by the Board of its own performance and that of its committees andindividual directors. Schedule IV of the Companies act 2013 states that the performanceevaluation of the independent directors shall be done by the entire Board of Directorsexcluding the director being evaluated. The Directors evaluation was broadly based on theparameters such as understanding of the Company's vision and objective skills knowledgeand experience participation and attendance in Board/ Committee meetings; governance andcontribution to strategy; interpersonal skills etc.

The Board has carried out the annual performance evaluation of its own performance theDirectors individually as well as evaluation of the working of its Board Committees. Astructure questionnaire was prepared covering various aspects of the Board's functioningsuch as adequacy of the composition of the Board and its Committees Board Cultureexecution and performance of specific duties obligations and governance.

A meeting of the Independent Directors was also held which reviewed the performance ofNon-Independent Directors Chairman and the quality quantity and timelines of flow ofinformation between the Company management and Board.

DISCLOSURE PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

During the Financial year ended 31st March 2015 the Company has neither received anycomplaints nor there are any pending complaints pertaining to sexual harassment.

SUBSIDIARY COMPANIES:

Pursuant to Section 129(3) of the Companies Act 2013 Company does not have SubsidiaryCompany. Thus disclosure in Form AOC-1 is not required.

MANAGEMENT AND DISCUSSION ANALYSIS REPORT

OVERVIEW:

A key driver of the economy Infrastructure is highly responsible for propellingIndia's overall development. The industry enjoys intense focus from the top officials ofthe Government for initiating policies that would ensure time-bound creation of worldclass infrastructure in the country. This sector includes power bridges dams roads andurban infrastructure development.

The Indian real estate sector being one of the most globally recognized sectors hastransformed from being unorganized to a dynamic and organized sector over the past decade.

GLOBAL ECONOMY:

Global growth in 2014 was lower than initially expected continuing a pattern ofdisappointing outturns over the past several years. At the same time demand for oil hasweakened due to the slowdown in China and the persistent sluggishness of the Eurozone andJapan. Several major forces are driving the global outlook such as soft commodity prices;persistently low interest rates but increasingly divergent monetary policies across majoreconomies; and weak world trade. In particular the sharp decline in oil prices sincemid-2014 will support global activity and help offset some of the headwinds to growth inoil-importing developing economies like India. However it will dampen growth prospectsfor oil-exporting countries with significant regional repercussions.

The international market more particularly the Middle East appears to be challengingdue to the fall in international oil prices which may force some rethinking on the growthplans of a few countries but generally ongoing projects are expected to continue as perbudget allocation.

INDIAN ECONOMY: REAL ESTATE SECTOR:

Between 2005-08 the real estate sector grew by about 30% annually before slowing downsignificantly due to a 2008 global financial crisis. It grew by about 8% between 2009-11and 6.5% in 2012-13. The Indian real estate market is estimated to be approximately USD78.5 Billion in 2013 and is expected to grow to approximately USD 140 Billion by 2017.According to FICCI-EY Real Estate Report 2013 India's real estate requires about USD 42Billion (excluding housing for economically weaker sections) in investments by 2015.Residential real estate alone will require an investment of USD 29 Billion.

SEGMENTS IN INDIAN REAL ESTATE SECTOR:

INFRASTRUCTURE SECTOR:

India remains rich with potential. With a stable government in place coupled withimproving business sentiments and a rapidly emerging environment that is conducive forpolicy making the future looks promising especially for the Infrastructure andConstruction sector.

10% of India's GDP is based on construction activity. This sector is the 2nd largestemployer and contributor to economic activity after agriculture sector and accounts forsecond highest inflow of FDI after the services sector and employs more than 35 Millionpeople.

The year 2015-16 is expected to be challenging though encouraging due to a recovery ofthe Indian economy on account of reform measures being initiated by GOI. Positiveannouncements on Infrastructure and Defence Sectors in the Union Budget should also reviveinfrastructure projects.

According to DIPP- Department of Industrial Policy and Promotion the constructiondevelopment sector in India has received FDI equity inflows to the tune of US$ 23874.1Million in the period April 2000- September 2014. The Construction sector ranks thirdamong the 14 major sectors in terms of Direct indirect and induced effects in all sectorsof the economy

. It is estimated that infrastructure investment (as measured by Gross Fixed CapitalFormation) is expected to surge to 12.1% of GDP by FY20 from 7.0% of GDP in FY11. Risingdemand for infrastructure facilities given the rapid growth in urbanisation bulging ofthe middle class and an increasing working-age population would engender substantialincrease in infrastructure investments during the current decade.

GOVERNMENT INITIATIVES: REAL ESTATE SECTOR:

Under the Sardar Patel Urban Housing Mission 30 million houses will be built by 2022mostly for the economically weaker sections and low-income groups throughpublic-private-partnership (PPP) interest subsidy and increased flow of resources tohousing sector' according to Mr M Venkaiah Naidu Union Minister of Urban DevelopmentHousing and Urban Poverty Alleviation and Parliamentary Affairs Government of India.

The Government of India along with the governments of the respective states has takenseveral initiatives to encourage the development in the sector. Some of them are asfollows:

• The Government of Maharashtra has announced a series of measures to bringtransparency and increase the ease of doing business in the real estate sector.

• The Government of India has relaxed the norms to allow foreign direct investment(FDI) in the construction development sector. This move should boost affordable housingprojects and smart cities across the country.

• The Securities and Exchange Board of India (SEBI) has notified final regulationsthat will govern real estate investment trusts (REITs) and infrastructure investmenttrusts (InvITs). This move will enable easier access to funds for cash-strapped developersand create a new investment avenue for institutions and high net worth individuals andeventually ordinary investors.

• The Telangana Real Estate Developers' Association (Treda) plans to host theFifth Treda Property Show 2014 at Hitex Centre Hyderabad. The show will be open to a mixof the populace including prospective property purchasers investors architects andothers.

• The State Government of Kerala has decided to make the process of securingpermits from local bodies for construction of houses smoother as it plans to make theprocess online with the launch of software called 'Sanketham'. This will ensure a morestandardised procedure more transparency and less corruption and bribery.

INFRASTRUCTURE:

The Government of India is in the process of launching a new urban development mission.This will help develop 500 cities which include cities with a population of more than100000 and some cities of religious and tourist importance. These cities will besupported and encouraged to harness private capital and expertise through PPPs to holstertheir infrastructure and services in the next 10 years.

The Government of India in the Union Budget 2014-15 has announceda project to develop'One Hundred Smart Cities' as satellite towns of larger cities by modernizing the existingmid-sized cities in the country. INR 70.6 Billion has been allocated in the current fiscalyear for the same. The following are the few announcements made in the budget in relationto smart cities:

• To encourage development of 'Smart Cities' which will also provide habitationfor the neo-middle class requirement of the built-up area and capital conditions for FDIis being reduced from 50000 sq. mts. to 20000 sq. mts. from USD 10 Million to USD 5Million respectively. To further encourage this projects which commit at least 30% of thetotal project cost for low cost affordable housing will be exempted from minimum built-uparea and capitalisation requirements.

• INR 80 Billion has been allocated for the National Housing Bank with a view toexpand and continue to support rural housing in the country.

• India and the US have signed a memorandum of understanding (MoU) in order toestablish Infrastructure Collaboration Platform. The document showcases the relationshipbetween both the Governments which intend to facilitate US industry participation inIndian infrastructure projects to improve the bilateral commercial relationship andbenefit both the Participants' economies.

FOREIGN DIRECT INVESTMENTS:

Foreign direct investment (FDI) received in construction development sector from April2000 to January 2015 stood at US$ 24028.19 million according to the Department ofIndustrial Policy and Promotion (DIPP).

100% FDI is allowed under the automatic route. 'Industrial Park' is a project in whichquality Infrastructure in the form of plots of developed land or built-up space or acombination with common facilities is developed and made available to all the allotteeunits for the purposes of industrial activity. But FDI is not allowed in the real estatebusiness or construction of a farmhouse.

Though Foreign investors have bought tenanted office space worth over US$ 2 billion inIndia in 2014 a four-fold rise compared to the previous year in order to increase theirrent-yielding commercial assets in Asia's third largest economy. The Reserve Bank of India(RBI) has notified 100 per cent foreign direct investment (FDI) under automatic route inthe construction development sector. The new limit is effective 2 December 2014 RBI saidin a notification on its website.

OPPORTUNITIES & STRENGTHS:

As India awaits policy reforms to pick up speed your Company firmly believes that thedemand for Real Estate in a country like India should remain strong in the medium to longterm. Your Company's well-accepted brand contemporary architecture well-designedprojects in strategic locations strong balance sheet and stable financial performanceeven in testing times make it a preferred choice for customers and shareholders.

THREATS & CONCERNS:

While the management of your Company is confident of creating and exploiting theopportunities it also finds the following challenges:

1. Availability of accomplished and trained labour force

2. Increased cost of manpower

3. Rising cost of construction

4. Growth in auxiliary infrastructure facilities

5. Over-regulated environment

6. Economic slowdown may impact the growth of Real Estate Sector.

7. Rising interest rates and credit squeeze for realty sector may create financialbottlenecks in the long run.

ROAD AHEAD:

India's growing population requires a robust infrastructure. The government through aseries of initiatives is working on policies to attract significant investor interest.Indian aviation market is expected to become the third largest across the globe by 2020according to industry estimates. The sector is projected to handle 336 million domesticand 85 million international passengers with projected investment to the tune of US$ 120billion. Indian Aviation Industry that currently accounts for 1.5 per cent of the grossdomestic product (GDP) has been instrumental in the overall economic development of thecountry. Given the huge gap between potential and current air travel penetration in Indiathe prospects and possibilities of growth of Indian aviation market are enormous.

Real estate developers in meeting the growing need for managing multiple projectsacross cities are investing in centralized processes to source material and organizemanpower and hiring qualified professionals in areas like project management architectureand engineering. The growing flow of FDI into Indian real estate is encouraging increasedtransparency. Developers in order to attract funding have revamped their accounting andmanagement systems to meet due diligence standards.

CAUTIONARY STATEMENT:

The view and forward-looking statements contained in this report are based onreasonable assumptions and subject to certain risks and uncertainties that could causeactual results to differ from those reflected in such statements.

The Management's Discussion and Analysis describing the Company's objectivesprojections estimates and expectations may be forward looking statements within themeaning of applicable securities laws or regulations. Actual results could differmaterially from those expressed or implied. Important factors that could make a differenceto the Company's operations including among other economic conditions affectingdemand/supply and price conditions in the domestic and overseas markets in which theCompany operates change in the Government regulations tax laws and other statutes andincidental factors. Readers are cautioned not to place undue reliance on theseforward-looking statements that speak only as of their dates. This Report should be readin conjunction with the financial statements included herein and the notes thereto.

PERSONNEL:

Presently the Company enjoys cordial relations with employees and believes that humanresources are invaluable asset. The Board wishes to place on record its appreciation toall employees for their efforts and co-operation for the performance and growth ofbusiness during the year. Company acknowledges the good work shown by its employees byenhancing their salaries up by 10-20%.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

There were no fresh loans guarantees or investments made by the Company under Section186 of the Companies Act 2013 during the year under review.

THE DETAILS OF THE EXISTING GUARANTEES ARE GIVEN BELOW:

a) The Company has given the Corporate Guarantee to Vijaya Bank Bank of India andUnion Bank of India in respect of Term Loan availed by M/s. Country Club Hospitality &Holidays Limited.

The details of the Property given as Collateral securities are as follows.

Company's Immovable property situated at No.20/1-524 Sy No: 20/1 GeddanahalliAttibele Hobli Anekal Taluk Bangalore District Pin-562107.

b) The Company has given the Corporate Guarantee to Karvy Financial Services in respectof Term Loan availed by M/s. Country Club Hospitality & Holidays Limited.

The details of the Property given as Collateral securities are as follows.

Company's Immovable Property Situated at Sy No:101/3102/3103/1103/2 & 103/17Kumbalgodu Kengeri Hobli beside Mc.dowell Unit near Mysore Road under BBMP Bangalore.

ACKNOWLEDGEMENTS:

Your Directors thank the Company's customers vendors investors business associatesbankers and other agencies for their support to the Company.

We wish to place on record our appreciation for the untiring efforts and contributionsmade by the employees at all levels to ensure that the Company continues to grow andexcel.

Finally your Directors record their deep sense of gratitude to all the shareholders forthe abundant confidence reposed in the Board of Directors.

For and on behalf of the Board

For COUNTRY CONDO'S LIMITED

PLACE: HYDERABAD Y. RAJEEV REEDY D. KRISHNA KUMAR RAJU
DATE : 13-08-2015 CHAIRMAN & MANAGING DIRECTOR VICE-CHAIRMAN & CEO
DIN: 00115430 DIN: 00115553

ANNEXURES TO DIRECTORS' REPORT

Annexure-I

EXTRACT OF ANNUAL RETURN (MGT-9) as on the financial year ended on 31st March 2015

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS

i) CIN : L63040TG1987PLC007811
ii) Registration Date : 25.09.1987
iii) Name of the Company Limited : Country Condo's Limited
iv) Category / Sub-Category of the Company : Company limited by Shares & Indian Non Government Company
v) Address : 8-2-703 Mahogany Complex Ground Floor Amrutha Valley Road No.12 Banjara Hills Hyderabad-500034
vi) Whether listed company Yes / No : Yes
vii) Name Address and Contact details of : Aarthi Consultants Private Limited
Registrar and Transfer Agent if any 1-2-285 Domulguda Hyderabad Telangana-500 029 040-27638111; 27634445

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:

Name and Description of main products / services NIC Code of the products / services % to total turnover of the company
1 Real Estate Services 6810 93.46%
2 Hospitality Services 5510 6.54%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES: N.A

No. of Companies for which information is being filled: NIL

IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAK UP AS PERCENTAGE OF TOTAL EQUITY)A) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a. Individual/HUF 36168509 0 36168509 46.61 38598527 0 38598527 49.74 3.13
b. Central Govt 0 0 0 0.00 0 0 0 0.00
c. State Govt (s) 0 0 0 0.00 0 0 0 0.00
d. Bodies Corp. 0 0 0 0.00 0 0 0 0.00
e. Banks / FI 0 0 0 0.00 0 0 0 0.00
f. Any Other….
Sub-total (A) (1):- 36168509 0 36168509 46.61 38598527 0 38598527 49.74 3.13
(2) Foreign
a) NRIs- 0 0 0 0.00 0 0 0 0.00
Individuals
b) Other- 0 0 0 0.00 0 0 0 0.00
Individuals
c) Bodies Corp. 0 0 0 0.00 0 0 0 0.00
d) Banks / FI 0 0 0 0.00 0 0 0 0.00
e) Any Other…. 0 0 0 0.00 0 0 0 0.00
Sub-total (A) (2):- 0 0 0 0.00 0 0 0 0.00
Total shareholding of Promoter
(A) = (A)(1)+(A)(2) 36168509 0 36168509 46.61 38598527 0 38598527 49.74 3.13
B. Public
Shareholding
1. Institutions
a) Mutual Funds 0 0 0 0.00 0 0 0 0.00
b) Banks / FI 0 0 0 0.00 0 0 0 0.00
c) Central Govt 0 0 0 0.00 0 0 0 0.00
d) State Govt(s) 0 0 0 0.00 0 0 0 0.00
e) Venture
Capital Funds 0 0 0 0.00 0 0 0 0.00
f) Insurance
Companies 0 0 0 0.00 0 0 0 0.00
g) FIIs 0 0 0 0.00 0 0 0 0.00
h) Foreign Venture 0 0 0 0.00 0 0 0 0.00
Capital Funds
i) Others (specify) 0 0 0 0.00 0 0 0 0.00
Sub-total (B)(1):- 0 0 0 0.00 0 0 0 0.00
2. Non-
Institutions
a) Bodies Corp. 2281592 7500 2289092 2.95 2270596 7500 2278096 2.94 (0.01)
b) Individuals
i) Individual 16336662 5927934 22264596 28.69 16000656 5874844 21875500 28.19 (0.50)
shareholders holding nominal share capital upto
Rs. 1 lakh
ii) Individual 15225198 279600 15504798 19.98 13217384 279600 13496984 17.39 (2.59)
shareholders holding nominal share capital in excess of Rs 1 lakh
c) Others
i) NRI's 216159 1087500 1303659 1.68 224813 1020800 1245613 1.61 (0.07)
ii) Clearing Members 66646 0 66646 0.00 102580 0 102580 0.13 0.13
Sub-total (B)(2):- 34126257 7302534 41428791 53.39 31816029 7182744 38998773 50.26 (3.13)
Total Public Shareholding
(B)=(B)(1)+ 34126257 7302534 41428791 53.39 31816029 7182744 38998773 50.26 (3.13)
(B)(2)
C.Shares held by 0 0 0 0.00 0 0 0 0.00 0
Custodian for GDRs & ADRs Grand Total 70294766 7302534 77597300 100 70414556 7182744 77597300 100 0
(A+B+C)

B. SHAREHOLDING OF PROMOTERS & PROMOTERS GROUP:

Shareholder's Name Shareholding at the beginning of the year Shareholding at the end of the year
No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares % change in share holding during the year
1 Y. Rajeev Reddy 34077408 43.92 0 36507426 47.05 0 3.13
2 Y. Manjula Reddy 8700 0.01 0 8700 0.01 0 0.00
3 Y. Siddharth Reddy 988920 1.27 0 988920 1.27 0 0.00
4 Y. Varun Reddy 1087681 1.40 0 1087681 1.40 0 0.00
5 Y. Nikhila Reddy 5800 0.01 0 5800 0.01 0 0.00
Total 36168509 46.61 0 38598527 49.74 0 3.13

C. CHANGE IN PROMOTERS' SHAREHOLDING:

Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1 At the beginning of the year 36168509 46.61 36168509 46.61
2 Date wise Increase:
By Mr. Y. Rajeev Reddy
02-04-2014 26775 0.03 36195284 46.64
26-03-2015 1530525 1.97 37725809 48.62
27-03-2015 872718 1.13 38598527 49.74
3 At the End of the year 38598527 49.74 38598527 49.74

D. SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS PROMOTERS ANDHOLDERS OF GDRS AND ADRS):

Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1 VENKATA SRINIVASA RAO R 872718 1.12 0 0.00
2 GAMINI RAJANI 827481 1.07 0 0.00
3 PRIORITY SECURITIES
PRIVATE LIMITED 788726 1.02 788726 1.02
4 SRINIVAS.B 770226 0.99 770226 0.99
5 KOTLA KAMALAKAR 748899 0.97 748899 0.97
6 TONTEPU GOPALA KRISHNA 742950 0.96 742950 0.96
7 ASHA LATHA 703044 0.91 0 0.00
8 PEETHALA KRUPAVARAM 597200 0.77 597200 0.77
9 SRIRAMACHANDRA MURTY
KORLEPARA 587123 0.76 587123 0.76
10 SRINIVAS GURRAM 564545 0.73 564545 0.73
11 GAMINI V NARAYANA RAO 532167 0.69 532167 0.69
12 SUNEETHA MARGANI 486378 0.63 486378 0.63
13 D KAVITHA 309517 0.40 321123 0.41

E. SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1 Shri Y. Rajeev Reddy 34077408 43.92 36507426 47.05
2 Shri Y. Siddharth Reddy 988920 1.27 988920 1.27
3 Shri Y. Varun Reddy 1087681 1.40 1087681 1.40
4 Shri D. Krishna Kumar Raju 3410246 4.39 3410246 4.39
5 Smt Y. Manjula Reddy 8700 0.01 8700 0.01
6 Shri Vanarasi Kodanda
Ramudu 0 0.00 0 0.00
7 Shri Venkata Vara Prasad
Pasumarthy 4100 0.00 4100 0.00
8 Shri Samreddy Bal Reddy 0 0.00 0 0.00
9 Shri Godha Venkateshwar Rao 0 0.00 0 0.00
10 Shri Athmuri Vsb
Laxmipathi Rao 0 0.00 0 0.00
11 Shri Laxmikanth Jakhotia
(Company Secretary) 0 0.00 0 0.00
12 Shri Gandhi Upputuri (CFO) 52000 0.07 52000 0.07

V. INDEBTEDNESS

INDEBTEDNESS OF THE COMPANY INCLUDING INTEREST OUTSTANDING/ACCRUED BUT NOT DUE FORPAYMENT

Secured Loans excluding Unsecured Loans deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 565080 - - 565080
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 565080 - - 565080
Change in Indebtedness during the financial year
• Addition 1463000 - - 1463000
• Reduction 858952 - - 858952
Net Change 604048 - - 604048
Indebtedness at the end of the financial year
i)Principal Amount 1169128 - - 1169128
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 1169128 - - 1169128

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. REMUNERATION TO MANAGING DIRECTOR WHOLE-TIME DIRECTORS AND/OR MANAGER:

Particulars of Remuneration Name of MD/WTD/Manager Total Amount
Sri Y. Rajeev Reddy Sri Y. Siddharth Reddy Sri Y. Varun Reddy Sri. D. Krishna Kumar Raju
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961
(b) Value of perquisites u/s 17(2)Income-tax Act 1961 NIL NIL NIL NIL NIL
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961
2. Stock Option NIL NIL NIL NIL NIL
3. Sweat Equity NIL NIL NIL NIL NIL
4. Commission
- as % of profit
- others specify… NIL NIL NIL NIL NIL
5. Others please specify NIL NIL NIL NIL NIL
Total (A) NIL NIL NIL NIL NIL
Ceiling as per the Act

B. REMUNERATION TO OTHER DIRECTORS:

Particulars of Remuneration Name of Directors Total Amount
Sri.Venkata Vara Prasad Pasumarthy Sri Godha Venkateshwar Rao Sri Samreddy Bal Reddy Sri Vanarasi Kodanda Ramudu Sri Athmuri VSB Laxmipathi Rao
1. Independent Directors NIL NIL NIL NIL NIL NIL
• Fee for attending board / committee meetings
• Commission
• Others please specify
Total (1) NIL NIL NIL NIL NIL NIL
2. Other Non-Executive Directors
• Fee for attending board / committee meeting
• Commission
• Others please specify NIL NIL NIL NIL NIL NIL
Total (2) NIL NIL NIL NIL NIL NIL
Total (B)=(1+2) NIL NIL NIL NIL NIL NIL
Total Managerial Remuneration NIL NIL NIL NIL NIL NIL
Overall Ceiling as per the Act

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

Particulars of Remuneration Key Managerial Personnel
Company Secretary CFO Total
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961

553500

1652640 2206140
(b) Value of perquisites u/s 17(2) Income-tax Act 1961
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961
2. Stock Option NIL NIL NIL
3. Sweat Equity NIL NIL NIL
4. Commission
- as % of profit
- others specify… NIL NIL NIL
5. Others please
specify NIL NIL NIL
Total 553500 1652640 2206140

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief description Details of penalty/ punishment/ compounding fees imposed Authority (RD/NCLT/ COURT) Appeal made if any (give details)
A. COMPANY
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
B. DIRECTORS
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
C. OTHER OFFICERS IN DEFAULT
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil

Annexure-II

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

For the Financial Year Ended 31st March 2015

(Pursuant to Section 204(1) of the Companies Act 2013 and rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014)

To

The Member's

M/S. COUNTRY CONDO'S LIMITED

CIN: L63040TG1987PLC007811

8-2-703 Mahogany Complex Ground Floor

Amrutha Valley Road No.12 Banjara Hills

Hyderabad - 500034 Telangana State India

I was appointed by the board of directors of M/s. Country Condo's Limited (Hereinafter called as "company") to conduct Secretarial Audit for the financial yearof the company ended on 31st March 2015.

I have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by the company. Secretarial Auditwas conducted in a manner that provided me a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.

MANAGEMENT RESPONSIBILITY FOR SECRETARIAL COMPLIANCES

The Company Management is responsible for preparation and maintenance of secretarialrecords and for devising proper system to ensure compliances with the provisions ofapplicable laws and regulations.

SECRETARIAL AUDITOR'S RESPONSIBILITY

My responsibility is to express an opinion on the secretarial records standards andprocedures followed by the Company with respect to secretarial compliances.

I believe that audit evidence and information obtained from the Company's Management isadequate and appropriate for me to provide a basis of my opinion.

OPINION

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the company for the financial year ended on 31st March 2015 &Based on my verification of the company's books papers minute books forms and returnsfiled and other records maintained by the company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit I hereby report that in my opinion the company has during the auditperiod covering the financial year ended on 31.03.2015 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

: Further I report that books papers minute books forms and returns filed and otherrecords maintained by M/s. Country Condo's Limited (the Company) for the financial yearended on 31.03.2015 according to the provisions of:

i) The Companies Act 2013 (the acts) and the rules made there under.

ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules made thereunder;

iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings: - Not Applicable-

v) The following Regulations and Guidelines prescribed. under the Securities andExchange board of India Act 1992 (SEBI Act):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009

d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidlines 1999 - Not Applicable-

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulation 2008 - Not Applicable-

f) The Securities and Exchange Board of India (Registrar to an issue and share TransferAgents) Regulations 1993 regarding the Companies Act and dealing with client:

g) The Securities and Exchange Board of India (Delisting of Equity Shares) RegulationsRule 2009. And -Not Applicable-

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998. - Not Applicable-

vi. Complied with the following laws applicable to the company.

A. The Payment of Wages Act 1936

B. The Minimum Wages Act 1948

C. Employees' State Insurance Act 1948

D. The Employees' Provident Fund And Misc. Provisions Act 1952

E. The Payment of Bonus Act 1965

F. The Payment of Gratuity Act 1972 G. The Maternity Benefit Act 1961

H. Income Tax Act 1961

I. Karnataka State Value Added Tax Act

I have examined the registers records and documents of the Company for the periodcommencing from 1st April 2014 to 31st March 2015 for compliances of provisions.

Based on my examination and verification of the registers records and documentsproduced to us and according to the information and explanations given to me by theCompany I report that the Company has in my opinion complied with the provisions of theAct/ New Act and the Rules made thereunder and with the Memorandum and Articles ofAssociation of the Company with regard to:

(a) Maintenance of various statutory registers and documents and making necessaryentries therein;

(b) Closure of the Register of Members;

(c) Forms returns documents and resolutions required to be filed with the Registrarof Companies and Central Government;

(d) Service of documents by the Company on its Members and the Registrar of Companies;

(e) Notice of Meetings of the Board and Committees thereof;

(f) Minutes of the meetings of the Board and Committees thereof including passing ofresolutions by circulation;

(g) Notice convening the 27th Annual General Meeting held on 30th September 2014;

(h) Conducting of Postal Ballot and its entire process till declaration of Results on4th August 2014;

(i) Minutes of General Meetings including Postal Ballot Meeting;

(j) Approvals of the Members the Board of Directors the Committees of Directors andgovernment authorities wherever required;

(k) Constitution of the Board of Directors/Committee(s) of Directors and appointmentretirement and re-appointment of Directors including the Managing Director and ExecutiveDirectors;

(l) Payment of remuneration to the Directors including the Managing Director andExecutive Directors;

(m) Appointment and remuneration of Statutory Auditors;

(n) Transfer and transmission of the Company's shares issue and allotment of sharesand issue and delivery of certificate(s) of shares;

(o) Creation Modification and Satisfaction of Charges if any registered with theRegistrar of Companies;

(p) Form of balance sheet as prescribed under Part I of Schedule VI to the Act andrequirements as to Profit & Loss Account as per Part II of the said Schedule;

(q) Contracts common seal registered office and publication of name of the Company;and

(r) Generally all other applicable provisions of the Act /the New Act and the Rulesmade thereunder.

I further report that:

(a) The Directors have complied with the requirements as to disclosure of interests andconcerns in contracts and arrangements shareholdings/debentures holdings anddirectorships in other companies and interest in other entities;

(b) The Directors have complied with the disclosure requirements in respect of theireligibility of appointment their being independent and compliance with the Share DealingCode and Code of Conduct of the Company;

(c) The Company has obtained all necessary approvals under the various provisions ofthe Act/ New Act;

(d) There was no prosecution initiated against or show cause notice received by theCompany and no fines or penalties were imposed on the Company during the year under reviewunder the Companies Act SEBI Act SCRA Depositories Act Listing Agreement and RulesRegulations and Guidelines framed under these Acts against the Company its Directors andOfficers.

I further report that the Company has complied with the provisions of the DepositoriesAct 1996 and the Bye-laws framed under that Act by the depositories with regard todematerialisation / dematerialisation of securities and reconciliation of records ofdematerialised securities with the securities issued by the Company.

Place: Hyderabad Gopal Dhanaji
Date: 13-08-2015 Company Secretary in Practice
FCS No. 7676
C. O. P # 8415

ANNEXURE - "A" TO DIRECTORS REPORT- CORPORATE GOVERNANCE

(Pursuant to Clause 49 of the Listing Agreement)

1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:

The Company believes that strong corporate governance is indispensable for healthybusiness growth and to be resilient in a vibrant capital market and is an importantinstrument of investor protection. The Companies activities are carried out in accordancewith good corporate practices and the Company is constantly striving to better them andadopt the best practices. It is firmly believed that good governance practices wouldensure efficient conduct of the affairs of the Company and help the Company achieve itsgoal of maximizing value for all its stakeholders. The Company will continue to focus itsresources strengths and strategies to achieve its vision of becoming a truly Constructionbased Company the Company stands by transparency in all its dealings and strictregulatory compliance.

The Company is in compliance with the requirements of the revised guidelines oncorporate governance stipulated under clause 49 of the Listing Agreements with the StockExchanges. With the adoption of whistle blower policy the Company has moved further in itspursuit of excellence in corporate governance.

2. BOARD OF DIRECTORS:

a) The Company has 10 Directors with an Non-Executive Chairman & ManagingDirector. Out of 10 Directors 9 are Non-Executive of which 5 are Independent Directors.The composition of the Board is in conformity with clause 49 of the Listing Agreemententered into with the Stock Exchanges and meets the stipulated requirements.

b) None of the Directors on the Board is a Member of more than 10 committees orChairman of more than 5 Companies across all the Companies in which he is a Director. TheDirectors have made necessary disclosures regarding Committee positions in other publiccompanies as on 31st March 2015.

c) The names and categories of the Directors on the Board their attendance at BoardMeetings held during the year and the number of Directorships and Committee Chairmanships/ Memberships held by them in other companies is given below. Other Directorships do notinclude Alternate Directorships Section 8 Companies of the Companies Act 2013 and ofCompanies incorporated outside India.

d) In accordance with Clause 49 Memberships / Chairmanships of only the AuditCommittee Nomination & Remuneration Committee Corporate Social ResponsibilityCommittee and Stakeholders Relationship Committee in all Public Limited Companies(excluding Country Condo's Limited) have been considered.

e) 6 Board Meetings were held during the year and the gap between two meetings did notexceed four months.

The dates on which the Board Meetings were held are as follows:

29th May 2014 30th June 2014 13th August 2014 13th November 2014 13th February2015 26th March 2015.

Name of the Director Category No. of Other Directorships No. of Memberships / Chairmanships of Board Committees in other Companies No. of Board Meetings attended Whether attended last AGM
Y. Rajeev Reddy Chairman & Managing Director 9 Public Companies & 3 Private Companies Nil 5 Yes
Y. Siddharth Reddy Vice-Chairman & Director 9 Public Companies & 3 Private Companies 1 5 Yes
Y. Varun Reddy Vice-Chairman & Director 9 Public Companies & 1 Private Company Nil 4 Yes
D. Krishna Vice-Chairman 9 Public 1 4 Yes
Kumar Raju & CEO Companies & 7 Private Companies
Y. Manjula Reddy Non-Executive Director 9 Public Companies & 4 Private Companies Nil 4 No
P. V. V. Prasad Independent Non-Executive Nil Nil 6 Yes
G. Venkateshwar Rao Independent Non-Executive Nil Nil 5 Yes
S. Bal Reddy Independent Non-Executive Nil Nil 5 Yes
A. VSB Laxmipathi Rao Independent Non-Executive Nil Nil 3 Yes
VK Ramudu Independent Non-Executive Nil Nil 3 Yes

f) None of the Non-Executive Directors have any material pecuniary relationship ortransactions with the Company.

g) During the year information as mentioned in Annexure1A to Clause 49 of the ListingAgreements has been placed before the Board for its consideration.

3. AUDIT COMMITTEE:

I) The Audit Committee of the Company is constituted in line with the provisions ofClause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of theCompanies Act 2013.

II) The terms of reference of the Audit Committee include a review of;

a. Overview of the Company's financial reporting process and disclosure of itsfinancial information to ensure that the financial statements reflect a true and fairposition and that sufficient and credible information is disclosed.

b. Recommending the appointment and removal of external auditors fixation of audit feeand also approval for payment for any other services.

c. Discussion with external auditors before the audit commences of the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.

d. Reviewing the financial statements and draft audit report including quarterly / halfyearly financial information.

e. Reviewing with management the annual financial statements before submission to theBoard focusing on:

i Any changes in accounting policies and practices;

ii Qualification in draft audit report;

iii Significant adjustments arising out of audit;

iv The going concern concept;

v Compliance with accounting standards;

vi Compliance with stock exchange and legal requirements concerning financialstatements;

vii Any related party transactions

f. Reviewing the Company's financial and risk management's policies.

g. Disclosure of contingent liabilities

. h. Reviewing with management external and internal auditors the adequacy ofinternal control systems.

i. Reviewing the adequacy of internal audit function including the audit characterthe structure of the internal audit department approval of the audit plan and itsexecution staffing and seniority of the official heading the department reportingstructure coverage and frequency of internal audit.

j. Discussion with internal auditors of any significant findings and follow-up thereon.

k. Reviewing the findings of any internal investigations by the internal auditors intothe matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board.

l. Looking into the reasons for substantial defaults in payments to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors

m. Reviewing compliances as regards the Company's Whistle Blower Policy.

III) The previous Annual General Meeting of the Company was held on 30th September2014 and Mr. P. V. V.

Prasad Chairman of the Audit Committee attended previous AGM.

IV) The composition of the Audit Committee and the attendance of each member of theAudit Committee are given below:

Name of the Director Category Designation No. of Meetings ATTENDED (During the year 2014-15) No. of Meetings ATTENDED (During the year 2014-15)
Sri. P. V. V. Prasad Independent Non-Executive Chairman 4 4
G. Venkateshwar Rao Independent Non-Executive Member 4 4
S. Bal Reddy Independent Non-Executive Member 4 4

V) Four Audit Committee meetings were held during the year. The dates on which the saidmeetings were held are as follows: 29th May 2014 13th August 2014 13th November 2014and 13th February 2015.

The necessary quorum was present at all the meetings. The meetings of the AuditCommittee are attended by the Head of Finance and Statutory Auditor as Invitee. TheUn-audited Financial Results for each quarter were approved by the Audit Committee beforebeing passed on to the Board of Directors for Approval & Adoption.

4. NOMINATION AND REMUNERATION COMMITTEE:

The role of Nomination and Remuneration Committee is to decide and fix the remunerationpayable to the Managing Directors / Whole-time Directors / Key Managerial Personnel of theCompany.

However the remuneration of the Key Managerial Personnel is subject to approval of theBoard and Managing Directors / Whole-time Directors is subject to approval of the boardand the Company in General Meeting and such approvals as may be necessary.

a) The Nomination and Remuneration Committee for the year was constituted of thefollowing members:

Name of the Member Category Designation
Sri. P. V. V. Prasad Independent Non-Executive Chairman
G. Venkateshwar Rao Independent Non-Executive Member
S. Bal Reddy Independent Non-Executive Member

The Nomination and Remuneration Committee shall function in accordance with the termsof reference made by the Board of Directors which are given as follows:

To fix the remuneration packages of Executive Directors i.e. Managing Directors andWhole-time Directors etc. and Key Managerial Personnel.

To decide on the elements of remuneration package of all the Directors i.e. SalaryBenefits Bonus Stock Options Pensions etc.

b) During the year three Nomination and Remuneration committee meeting were held on29th May 2014 30th June 2014 and 13th November 2014. The attendance of each member ofthe Committee is given below:

Name of the Director Category Designation No. of Meetings ATTENDED (During the year 2014-15) No. of Meetings ATTENDED (During the year 2014-15)
Sri. P. V. V. Prasad Independent Non-Executive Chairman 3 3
G. Venkateshwar Rao Independent Non-Executive Member 3 3
S. Bal Reddy Independent Non-Executive Member 3 3

REMUNERATION OF DIRECTORS:

None of the Directors has drawn any Remuneration or Sitting Fees during the FinancialYear 2014-2015.

5. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee oversees share transfers and monitors investor grievances. To look intothe redressal of shareholders and investors complaints like - transfer of shares non -receipt of balance Sheet non-receipt of declared dividends etc. The Committee consistsof the following Independent & Non Executive Directors:

Name of the Member Category Designation
G. Venkateshwar Rao Independent Non-Executive Chairman
S. Bal Reddy Independent Non-Executive Member
Sri. P. V. V. Prasad Independent Non-Executive Member

Sri Laxmikanth Jakhotia Company Secretary is the Compliance Officer of the Company.

The total number of complaints received during the year 2014 - 2015 was 04 and all thecomplaints were resolved. No complaints were outstanding as on 31st March 2015.

The Complaints had been attended to within seven days from the date of receipt of thecomplaint as communicated by our Registers and Share Transfer Agents M/s. AarthiConsultants Private Limited.

There were No outstanding complaints as on 31st March 2015.

6. DETAILS OF GENERAL BODY MEETINGS:

Location and time of the last 3 Years GM's:

GM & YEAR VENUE DATE & TIME SPECIAL RESOLUTIONS
PASSED
27th AGM 2013-2014 CROWN VILLA GARDENS 150 Brigadier Sayeed Road Opp. Gymkhana Grounds Secunderabad - 500 003 30-09-2014 12.00 Noon • To regularize the contract entered with M/s. Country Club (India) Limited.
• Adoption of New Articles of Association in conformity with the Companies Act 2013.
26th AGM 2012-2013 CROWN VILLA GARDENS (Le Palais Royal) "Ibrahim Mahal" 150 Brigadier Sayeed Road Opp. Gymkhana Grounds Secunderabad - 500 003 30-09-2013 12.00 Noon No Special Resolutions were passed
25th AGM 2011-2012 Sri Agrasen Bhavan # 149 Brig. Sayeed Road Sappers Line Secunderabad -500 003 29-09-2012 11.30 A.M No Special Resolutions were passed

Special Resolution passed through Postal Ballot (both in Physical & ElectronicMode) during the financial year 2014-15:

Date No. of Special resolutions passed Details of the Special Resolutions
4th August 2014 02 • Creation of Security In Respect of Borrowings Under Section 180(1) (a) of the Companies Act 2013
• Power to Borrow Under Section 180 1 (c) of the Companies Act 2013

Mr. Gopal Dhanaji Practicing Company Secretary has been appointed as the Scrutinizerfor conducting the Postal Ballot and electronic voting (e-voting) process thereto inaccordance with the provisions of the Act and Rules made thereunder in a fair andtransparent manner.

Result of the Postal Ballot is available at the Website of the Company atwww.countrycondos.co.in.

7. DISCLOSURES

A. Disclosure on materially significant related party transactions i.e. transactions ofthe Company of material nature with its promoters the directors or the management'stheir subsidiaries or relatives etc. that may have potential conflict with the interestsof the Company at large. The transaction with the related parties is mentioned under Notesto Accounts forming part of Balance sheet in the Annual Report of the Company. None of thetransaction with the related parties is in conflict with the interest of the Company.

B. Details of non-compliance by the Company penalties Strictures imposed on theCompany by stock Exchange or SEBI or any statutory authority on any matter related tocapital markets during the last three years: NIL

C. Details of compliance with mandatory requirements and adoption of non-mandatoryrequirements of this clause.

Your Company complied with all the mandatory requirements under clause 49 of theListing Agreement. The details of these compliances are given in the relevant sections ofthis Report.

D. The Board of Directors of the Company had adopted the Whistle Blower Policy.Employees can report the Management concerned unethical behavior act suspected fraud orviolation of the Company's Code of Conduct policy. None of the personnel has been deniedaccess to the audit Committee.

E. The Company has submitted the compliance report on corporate governance to the stockexchanges where the company's shares are listed with in the stipulated time.

F. CEO and CFO Certificate:

Sri D. Krishna Kumar Raju Vice Chairman & CEO of the Company and Sri U. GandhiChief Financial Officer have given a Certificate to the Board of Directors as contemplatedin clause 49 of the listing agreement and the same is disclosed at the end of this Report.

8. NOTES ON DIRECTORS APPOINTMENT/RE-APPOINTMENT:

Relevant details are given as additional information forming part of the notice of theAnnual General Meeting/Director's Report.

9. MEANS OF COMMUNICATIONS:

As per the Clause 41 of the Listing agreement the Company's Quarterly Half-yearly andAnnual Results are published in Business Standard in English and Andhra Prabha / Surya inTelugu Newspapers. The Annual Report and other communication are sent to the shareholdersthrough Electronic Mails to those shareholders whose Email Id's are registered with theirDepository Participant / RTA / Company or through Courier / Post and soft copies of 28thAnnual Report containing its Balance sheet Profit & Loss Account Notes to Balancesheet Notice and Report of Director's and Auditors thereon to all those shareholders whohave registered their email address with their Depository Participants for the saidpurpose and all future communications to shareholders would also be sent in electronicform as well to their respective email address registered with their DepositoryParticipants. Your Company has responded the Green Initiative taken by the Ministry ofCorporate Affairs for saving our Environment.

As per listing agreement the Un-audited Financial Results on quarterly basis andStatement of Assets and Liabilities on Half-yearly basis and the Audited Annual Results ofthe Company on yearly basis are also displayed on the Company's Website:www.countrycondos.co.in The website also displays the Shareholding Pattern of the Companyas required under Clause 35 of the Listing Agreement on a quarterly basis and CorporateGovernance Report as required under Clause 49 of the Listing Agreement on a quarterlybasis.

10. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis (MD& A) is being forms part of the DirectorsReport.

Statement pursuant to Clause 38 of the Listing Agreement:

The Company's Equity Shares are currently listed on Bombay Stock Exchange Limited (BSE)and National Stock Exchange of India Limited (NSE) and the Company has paid the AnnualListing Fees of all the Stock Exchanges where its Shares are listed for the Financial Year2015-2016.

11. GENERAL SHARE HOLDER INFORMATION:

(I) Annual General Meeting
Date 30th September 2015
Time 11.30 A.M
Venue Crown Villa Gardens 150 Brigadier Sayeed Road Opp. Gymkhana Grounds Secunderabad - 500 003
(II) Financial Calendar 1st April to 31st March
(III) Date of Book Closure 23rd September 2015 to 30th September 2015 (both days inclusive)
(IV) Dividend payment date NIL
(V) Listing on Stock 1. Bombay Stock Exchange Limited (BSE)
Exchanges 2. National Stock Exchange of India Limited (NSE)

 

(VI) Stock Details Scrip Code Scrip ID
Bombay Stock Exchange Ltd 531624 COUNCODOS
National Stock Exchange of COUNCODOS
India Limited
Dematerialization of Securities ISIN: INE 695 B01025

MARKET PRICE DATE HIGH AND LOW DURING EACH MONTH IN THE LAST FINANCIAL YEAR: a)Company's shares are being traded on BSE the high and low prices during each month aregiven below:

Bombay Stock Exchange Limited
Month High Price (Rs.) Low Price (Rs.) Volume of Shares Traded
April 2014 2.45 1.43 109390
May 2014 2.15 1.51 111739
June 2014 2.35 1.60 161678
July 2014 2.18 1.67 116278
August 2014 1.95 1.53 149048
September 2014 3.93 1.68 539075
October 2014 2.53 1.95 54393
November 2014 2.20 1.82 82601
December 2014 2.35 1.71 58101
January 2015 2.36 1.68 29379
February 2015 1.80 1.35 37630
March 2015 1.78 1.16 149923

b) Company's shares are being traded on NSE the high and low prices during each monthare given below:

National Stock Exchange Limited
Month High Price (Rs.) Low Price (Rs.) Volume of Shares Traded
April 2014 2.10 1.40 114577
May 2014 1.85 1.45 49277
June 2014 2.10 1.70 36230
July 2014 2.20 1.70 130359
August 2014 2.00 1.50 34075
September 2014 3.80 1.45 237077
October 2014 2.50 1.85 65482
November 2014 2.40 1.90 88021
December 2014 2.40 1.40 44365
January 2015 2.45 1.75 38955
February 2015 1.90 1.45 37202
March 2015 1.95 1.20 43263

 

MONTH Share Price in BSE BSE - Sensex
HIGH LOW CLOSE HIGH LOW CLOSE
April 2014 2.45 1.43 1.57 22939.31 22197.51 22417.80
May 2014 2.15 1.51 1.75 25375.63 22277.04 24217.34
June 2014 2.35 1.60 1.89 25725.12 24270.20 25413.78
July 2014 2.18 1.67 1.94 26300.17 24892.00 25894.97
August 2014 1.95 1.53 1.85 26674.38 25232.82 26638.11
September 2014 3.93 1.68 2.29 27354.99 26220.49 26630.51
October 2014 2.53 1.95 2.00 27894.32 25910.77 27865.83
November 2014 2.20 1.82 1.84 28822.37 27739.56 28693.99
December 2014 2.35 1.71 2.15 28809.64 26469.42 27499.42
January 2015 2.36 1.68 1.68 29844.16 26776.12 29182.95
February 2015 1.80 1.35 1.57 29560.32 28044.49 29361.50
March 2015 1.78 1.16 1.28 30024.74 27248.45 27957.49

 

MONTH Share Price in NSE NSE - NIFTY
HIGH LOW CLOSE HIGH LOW CLOSE
April 2014 2.10 1.40 1.50 6869.85 6650.40 8696.40
May 2014 1.85 1.45 1.80 7563.50 6638.55 7229.95
June 2014 2.10 1.70 1.80 7700.05 7239.50 7611.35
July 2014 2.20 1.70 1.95 7840.95 7422.15 7721.30
August 2014 2.00 1.50 2.00 7968.25 7540.10 7954.35
September 2014 3.80 1.45 2.60 8180.20 7841.80 7964.80
October 2014 2.50 1.85 2.00 8330.75 7723.85 8322.20
November 2014 2.40 1.90 1.90 8617.00 8290.25 8588.25
December 2014 2.40 1.40 2.40 8626.95 7961.35 8282.70
January 2015 2.45 1.75 1.75 8996.60 8065.45 8808.90
February 2015 1.90 1.45 1.65 8941.10 8470.50 8901.85
March 2015 1.95 1.20 1.20 9119.20 8269.15 8491.00

 

(VIII) Stock Performance in Comparison to Broad-based indices such as BSE Sensex CRISIL Index BZX 200Nifty etc.. The Share Price of the Company has been moving with the trend of the indices
(IX) Registrar & Transfer Agent: M/s. Aarthi Consultants Private Limited
1-2-285 Domalguda Hyderabad - 500 029
Ph: 040-2763 8111; 040-2763 4445
Fax: 040-2763 2184
Website: www.aarthiconsultants.com
Email: info@aarthiconsultants.com
(X) Share Transfer System Documents will be accepted at: M/s. Aarthi Consultants Private Limited
1-2-285 Domalguda Hyderabad - 500 029
Ph: 040-2763 8111; 040-2763 4445
Fax: 040-2763 2184
Website: www.aarthiconsultants.com
Email: info@aarthiconsultants.com

Pursuant to the guidelines issued by the Securities and Exchange Board of India videcircular number D&CC/FITTC/CIR-15/2002 dated 27.12.2002 regarding "Appointment ofCommon Agency for Share Registry Work" the Board of Directors have appointed M/s.Aarthi Consultants Private Limited as Share Transfer Agents.

The Shares of the Company are in physical form and electronic form. As regardstransfer of shares held in physical form the transfer documents can be lodged with M/s.Aarthi Consultants Private Limited at above-mentioned address. The R & T Agent processthe Physical Share Transfers and the Share Certificates are returned to the Shareholderwith in a maximum period of 30 days from the date of receipt subject to the documentsbeing valid and complete in all respects. All share transfers are approved by the ShareTransfer Committee. As regards the transfer of shares in demat form is done through theDepositories without involvement of the Company.

Pursuant to the Securities and Exchange Board of India vide circular numberMRD/DoP/Cir-05/2009 dated 20.05.2009 it is mandatory to furnish PAN particulars forregistration of physical share transfer requests. Therefore investors are requested tosend the PAN particulars along with the share transfer deeds for effecting the PhysicalShare Transfer.

As per the guidelines issued by the Securities and Exchange Board of India the R &T Agent is also offering transfer-cum-Demat facility wherein after the share transfer isaffected an option letter containing the details of the shares transferred is sent to thetransferee. Any transferee who wishes to demat the shares may approach the DepositoryParticipant along with a duly filled Demat Request Form who shall on the basis of theoption letter generate a demat request and send the same to the R & T Agent. Onreceipt the R & T Agent confirms the request.

Any transferee not intending to dematerialize his/her shares need not exercise theoption and the R & T Agent shall dispatch the Share Certificate after 30 days from thedate of the option letter.

All requests for Dematerialization of Shares are processed and the confirmation isgiven to the respective depositories i.e. National Securities Depository Limited (NSDL)and Central Depository Services (India) Limited (CDSL) within 15 days of receipt.

(XI) Distribution of Shareholding as on 31-03-2015

Share Holding of Nominal Value Share Holders Share Amount
Numbers % of Total In % of Total
(1) (2) (3) (4) (5)
Upto 5000 7485 86.79 8978873 11.57
5001 10000 670 7.77 4755744 6.13
10001 20000 249 2.89 3540661 4.56
20001 30000 86 1.00 2190238 2.82
30001 40000 29 0.34 1032720 1.33
40001 50000 19 0.22 862314 1.11
50001 100000 42 0.49 2954629 3.81
100001 and above 44 0.51 53282121 68.66
TOTAL 8624 100.00 77597300 100.00

(XII) According to the categories of Shareholding as on 31-03-2015

CATEGORY No. of Shares held %of shareholding
(A) Shareholding of Promoter and Promoter Group:
(1) Indian
a. Individuals/Hindu Undivided Family 38598527 49.74
b. Central Government/State Government
c. Bodies Corporate
d. Financial Institutions / Banks
Others:
e. Mutual funds
f. Trusts
Sub-Total (A)(1) 38598527 49.74
(2) Foreign
a. Individuals (Non- Residents Individuals / Foreign Individuals)
b. Bodies Corporate
c. Institutions
Others:
d. Overseas Corporate Bodies
Sub-Total (A)(2) 000 000
Total Shareholding of Promoter and Promoter Group A = (A)(1)+ (A)(2) 38598527 49.74
(B) Public Shareholding
(1) Institutions
a. Mutual funds / UTI
b. Financial Institutions / Banks
c. Central Government/State Government
d. Venture Capital Funds
e. Insurance Companies
f. Foreign Institutional Investors
g. Foreign Venture Capital Investors
Others:
h. Foreign Companies
Sub-Total (B)(1) 000 000
(2) Non- Institutions
a. Bodies Corporate 2278096 2.94
b. Individuals
i). Individual Shareholders holding Nominal Share Capital upto Rs. 1 Lakh 21875500 28.19
ii). Individual Shareholders holding Nominal Share Capital in excess of Rs. 1 Lakh 13496984 17.39
Others:
c. Non- Residents Individuals 1245613 1.61
d. Overseas Corporate Bodies
e. Trusts
f. Employees
g. Clearing Members 102580 0.13
Sub-Total (B)(2) 38998773 50.26
50.26
Total Public Shareholding B = (B)(1) + (B)(2) 38998773 50.26
TOTAL (A+B) 77597300 100.00
(C) Shares held by Custodians and against Depositories Receipts have been issued
GRAND TOTAL (A+B+C) 77597300 100.00

(XIII) Dematerialization of shares & liquidity

The trading in Company's shares is permitted only on dematerialized form. In order toenable the shareholders to hold their shares in electronic form and to facilitatescrip-less trading the Company has enlisted its shares with both the Depositories inIndia viz. National Securities Depository Limited (NSDL) and Central Depositary Services(India) Limited (CDSL).

(XIV) Share Dematerialization Records:

70414556 Shares representing 90.75% of the Company's total equity sharecapital were held in dematerialized form of which 79.18% was held in NationalSecurities Depository Limited (NSDL) and 11.57% was held in Central DepositaryServices (India) Limited (CDSL) as on 31st March 2015.

The Company's shares are listed and eligible to trade on the above-mentioned StockExchanges in electronic form. Under the Depository System the International SecuritiesIdentification Number (ISIN) allotted to the Company's shares is

ISIN: INE 695 B01025

(XV) OUTSTANDING GDRs /ADRs / WARRANTS OR ANY CONVERTIBLE INSTRUMENTS CONVERSATIONDATE AND LIKELY IMPACT ON EQUITY.

During the year the Company has not issued GDR's / ADR's / Warrants / FCCB's or anyother Convertible Instruments.

(XVI) RECONCILIATION OF SHARE CAPITAL AUDIT:

Mr. Gopal Dhanaji Practicing Company Secretary conducts the Reconciliation of ShareCapital Audit of the Company every Quarter for a limited purpose of reconciliation of thetotal admitted capital with both the depositories (NSDL & CDSL) and the total issuedand listed capital. The Quarterly Reconciliation of Share Capital Audit Report which wereplaced before the Board of Directors were also send in time to all the Stock Exchangeswhere the Company Shares are Listed.

(XVII) Plant Locations: Not Applicable
(XVIII) Address for Correspondence: # 8-2-703 Mahogany Complex
Ground Floor Amrutha Valley Road No.12
Banjara Hills Hyderabad - 500 034
Ph: 040-64541609
Fax: 040-66833954
Email: info@countrycondos.co.in
countrycondos@gmail.com

(XIX) DEPOSITORY SERVICES:

For guidance on Depository Services Shareholders may write to the Company or to therespective Depositories:

M/s. National Securities Depository Limited M/s. Central Depositary Services (India) Limited
Trade World 4th Floor Kamala Mills Compound Phiroze Jeejeebhoy Towers
Senapati Bapat Marg Lower Parel Mumbai - 400 013 28th Floor Dalal Street Mumbai - 400 023
Tel : 091-022-24972964-70 Tel : 091-022-22723333
Fax : 091-022-24972993-24976351 Fax : 091-022-22723199
Email : info@nsdl.co.in Email : investors@cdslindia.com

(XX) NOMINATION FACILITY:

Section 72 of the Companies Act 2013 extends the nomination facility to individualshareholders of the Company. Therefore the shareholders willing to avail this facilitymay make nomination in Form SH-13 for initial registration of nomination and Form SH-14for cancellation and variation of nomination as per Companies Act 2013 to the Company'sR&TA. This nomination form should be submitted at Registrar and Share Transfer Agent(R. T. A.) as per the address mentioned in the Corporate Governance Report.

(XXI) COMPANY'S POLICY ON PREVENTION OF INSIDER TRADING:

Pursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations2015 and in connection with your Company's efforts to enhance the standards of corporategovernance in the Company and to strictly monitor and prevent insider trading within theCompany your Company has appointed Sri Laxmikanth Jakhotia Company Secretary as theCompliance Officer for this purpose. The code is applicable to all such employees of theCompany who are expected to have access to the unpublished price sensitive informationrelating to the Company and the same is being implemented as a self-regulatory mechanism.The code has been circulated to all the members of the Board and Senior Management and thecompliance of the same has been affirmed by them.

BY ORDER OF THE BOARD OF DIRECTORS

For COUNTRY CONDO'S LIMITED

PLACE: HYDERABAD Y. RAJEEV REDDY D. KRISHNA KUMAR RAJU
DATE : 13-08-2015 CHAIRMAN & MANAGING DIRECTOR VICE-CHAIRMAN & CEO
DIN: 00115430 DIN: 00115553

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