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Gyan Developers & Builders Ltd.

BSE: 530141 Sector: Infrastructure
NSE: N.A. ISIN Code: INE487G01018
BSE LIVE 15:14 | 30 Dec Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 6.59
PREVIOUS CLOSE 6.28
VOLUME 7
52-Week high 6.59
52-Week low 6.59
P/E 11.56
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 6.30
Sell Qty 180.00
OPEN 6.59
CLOSE 6.28
VOLUME 7
52-Week high 6.59
52-Week low 6.59
P/E 11.56
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 6.30
Sell Qty 180.00

Gyan Developers & Builders Ltd. (GYANDEVELOPERS) - Director Report

Company director report

Your Directors have pleasure in presenting the Twenty Third Annual Report together withaudited accounts for the year ended 31.03.2015.

FINANCIAL RESULTS

The summarized financial results for the year ended 31.03.2015 and for the previousyear 31.03.2014 are as under:

(In Rs.)
Particulars 2014-2015 2013-2014
Profit before tax 1982502 2793424
Less: Tax expenses
Current Year 642760 899601
Previous Year 48236 385
Deffered Tax (28733) (32150)
Deffered Tax prior period Nil (136184)
Profit (Loss) after tax 1320239 2061772
Surplus account
Balance as per the balance sheet 6042410 3980638
(a) Add: Profit for the year 1320239 2061772
(b) Less: Depreciation on assets where useful life is NIL (1732) Nil
Balance as at the end of the year 7360917 6042410

FINANCIAL OVERVIEW:

During the year under review the total revenue of your company was Rs.13368767/- ascompared to previous year revenue of Rs.11122935/-. The net profit for the year aftertax is Rs.1320239/- as against previous year profit of Rs.2061771/-.

DIVIDEND:

In order to conserve reserves / profit for the growth of the company your Directors donot recommend any dividend.

DEPOSITS:

The company has not accepted or invited any deposits under the provisions of theCompanies Act 2013 and rules related thereto.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in form MGT 9 for the year ended 31.03.2015 isattached as Annexure "A".

SHARE CAPITAL:

The Company during the year under review has not issued any Sweat Equity Shares orShares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Backany shares.

MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments which could affect the Company’s financialposition have occurred between the end of the financial year of the Company and the dateof this report.

INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court orTribunal which can have an impact on the going concern status and the Company’soperations in future.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS UNDER SECTION 186:

The Company has not provided any loans guarantees nor made investments covered underSection 186 of the Companies Act 2013.

BOARD OF DIRECTORS AND ITS COMMITTEES: A. Composition of the Board of Directors

The Board of Directors of the Company comprises four Directors of which two areNon-Executive Independent Directors in terms of Clause 49 of the listing Agreement andSection 149(6) of the Companies Act 2013.

The Company has received necessary declarations from the Independent Directors statingthat they meet the criteria of independence as specified in Section 149(6) of theCompanies Act 2013 and Clause 49 of the Listing Agreement.

In terms of Section 152 of the Companies Act 2013 Mr. T Ashok Raj Managing Directoris liable to retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. Your Board recommends his continuation.

B. Meetings

The Board of Directors met 4 times during the year under review and the gap between twoBoard meetings were not more than 120 days.

In accordance with the provisions of the Companies Act 2013 a separate meeting of theIndependent Directors of the Company was held during the year under review.

C. Committees of the Board

During the year under review the terms of reference of the Committee were aligned withthe requirements of Clause 49 of the Listing Agreement and the provisions of CompaniesAct 2013. A detailed note on the Committees of the Board of Directors is given in theCorporate Governance Report forming part of the Annual Report.

D. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement Independent Directors at their meeting without the participation of theNon-independent Directors and Management considered/evaluated the Boards’performance performance of the Chairman and other Non-independent Directors. The Boardsubsequently evaluated its own performance the working of its Committees and theIndependent Directors.

E. Directors’ Responsibility Statement

In terms of the requirements of Section 134(5) of the Companies Act 2013 we onbehalf of the Board of Directors hereby confirm that: a) in the preparation of the annualaccounts the applicable accounting standards had been followed and no material departurehave been made. b) the Directors had selected such accounting policies and applied themconsistently and made judgments and estimate that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company at the end of the financialyear and of the profit of the Company for that period ; c) the Directors have taken properand sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; d) the Directors had prepared the annualaccounts on going concern basis. e) the directors had laid down internal financialcontrols to be followed by the company and such internal financial controls are adequateand were operating effectively. f) the directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

AUDITORS:

M/s. G.C.DAGA & Co Chartered Accountants Chennai (FRN: 000668s) StatutoryAuditors of the company were appointed in the 22nd Annual General Meeting ofthe Company for a term of three years from the conclusion of the said Annual GeneralMeeting as per the provisions of Companies Act 2013 subject to ratification byshareholders in every subsequent Annual General Meeting. The Board of Directors recommendsthe Shareholders to ratify the appointment of Statutory Auditors for the financial year2015-2016.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of Ms. A.K. Jain & Associates Company Secretary inPractice Chennai to conduct the Secretarial Audit of the Company for the financial yearended March 31 2015. The Secretarial Audit Report (in Form MR-3) is attached as Annexure"B" to this Report.

REPLY TO SECRETARIAL AUDITOR REMARKS:

Your Company is taking necessary steps to appoint a Company Secretary in terms ofSection 203 of the Companies Act 2013.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company does not fall under the class of Companies mentioned under Section 135 ofthe Companies Act 2013 read with Companies (Corporate Social Responsibility) Rules2014. Hence the Company has not spent any funds towards Corporate Social Responsibility.

VIGIL MECHANISM:

In compliance with the provisions of Section 177(9) the Board of Directors of theCompany has framed the "Whistle Blower Policy" as the vigil mechanism forDirectors and employees of the Company.

MANAGEMENT ANALYSIS & REVIEW REPORT:

In accordance with the requirements of the Listing Agreement the Management analysis& review report is attached and forms part of this report.

CORPORATE GOVERNANCE:

Detailed Report on the Corporate Governance and a certificate from M/s. G.C. Daga &Co Chartered Accountant affirming Compliance of Clause 49 of the Listing Agreement isattached which form part of the report.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All transactions entered by the company with Related Parties were in the ordinarycourse of business and at arm’s length pricing basis. There were no materiallysignificant transactions with Related Parties during the financial year 2014-15 which werein conflict with the interest of the Company.

Details of the transactions are provided in Form AOC-2 which is attached as Annexure"C".

RISK MANAGEMENT:

Your company has developed and implemented a Risk Management Policy which includesidentification of elements of risk if any which in the opinion of the Board maythreaten the existence of the Company.

PARTICULARS OF EMPLOYEES:

None of the employees draws remuneration of Rs. 500000/- or above per month and Rs.6000000/- or above per year. Hence details of the employees of the Company as requiredpursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is not furnished.

Having regard to the provisions of Section 136(1) read with its relevant proviso of theCompanies Act 2013 the disclosure pertaining to remuneration and other details asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forming partof the Annual Report is available for inspection at the registered office of the companyduring working hours. Any member interested in obtaining such information may write to theCompany Secretary and the same will be furnished without any fee and free of cost.

KEY MANAGERIAL PERSONNEL:

Mrs. M Sunita Director was appointed as Chief Financial Officer (CFO) of the Companywith effect from 30th October 2014 in terms of Section 203 of the Companies Act 2013.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGEEARNINGS AND OUTGO:

The Company is taking utmost care of the Conservation of Energy. The Company has noactivity in relation to Technology absorption. The company has no foreign exchange outgoor inflow.

CODE OF CONDUCT:

As prescribed under Clause 49 of the Listing Agreement a declaration signed by theManaging Director affirming compliance with the Code of Conduct by the Directors andsenior management personnel of the Company for the financial year 2014-15 forms part ofthe Corporate Governance Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers suppliers bankersbusiness partners/associates financial institutions and various regulatory authoritiesfor their consistent support/encouragement to the Company. Your Directors would also liketo thank the Members for reposing their confidence and faith in the Company and itsManagement.

By order of the Board
for GYAN DEVELOPERS & BUILDERS LIMITED
T. Ashok Raj M. Sunita
Managing Director. Director & CFO
(DIN: 00575471) (DIN: 01751554)
Place : Chennai
Date : 30-07-2015

ANNEXURE "A"

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN as on the financial year ended on 31-03-2015

[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Mgt. and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

(i) CIN: L70101TN1992PLC022624
(ii) Registration Date 07/05/1992
(iii) Name of the Company GYAN DEVELOPERS AND BUILDERS LIMITED
(iv) Category / Sub-category of the Company Public Company / Having a Share Capital
(v) Address of the Registered office and contact details Gyan Kiran Door No. 6 Hanumantharao Street T. Nagar Chennai – 600 017 Tel: 044 – 28157644 Mob: 9381003930
(vi) Whether listed Company Yes
(vii) Name and Address of Registrar & M/S. INTEGRATED ENTERPRISES (INDIA) LTD.
Transfer Agents ( RTA ) "Kences Towers" No. 1 Ramakrishna Street T. Nagar Chennai – 600 017 Tel: 044 – 2814 0901 / 03 Email id: corpserv@iepindia.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

S.No Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1 Buying and selling of vacant land 6810 100

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:

S.No. NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ ASSOCIATE SUBSIDIARY /
NIL

IV. SHARE HOLDING PATTERN (EQUITY)

No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Category of Shareholders Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % change during the year
Indian
Individual/Hindu Undivided Family 1945600 0 1945600 64.85 1945600 0 1945600 64.85 0.00
Central Government 0 0 0 0 0 0 0 0 0
State Government 0 0 0 0 0 0 0 0 0
Bodies Corporate 0 0 0 0 0 0 0 0 0
Financial Institutions/Banks 0 0 0 0 0 0 0 0 0
Any other(specify) 0 0 0 0 0 0 0 0 0
SUB TOTAL A(1) 1945600 0 1945600 64.85 1945600 0 1945600 64.85 0.00
Foreign
Individual
(Nonresident/Foreign) 0 0 0 0 0 0 0 0 0
Bodies corporate 0 0 0 0 0 0 0 0 0
Institutions 0 0 0 0 0 0 0 0 0
Qualified Foreign Investor 0 0 0 0 0 0 0 0 0
Any other(specify) 0 0 0 0 0 0 0 0 0
SUB TOTAL A(2) 0 0 0 0.00 0 0 0 0 0
Total Shareholding of promoter and Promoter Group(A)=A(1)+A(2) 1945600 0 1945600 64.85 1945600 0 1945600 64.85 0.00
Public Shareholding
Institutions
Mutual funds/UTI 0 0 0 0 0 0 0 0 0
Financial
Institutions/Banks 0 0 0 0 0 0 0 0 0
Central Government 0 0 0 0 0 0 0 0 0
State Government(s) 0 0 0 0 0 0 0 0 0
Venture Capital Funds 0 0 0 0 0 0 0 0 0
Insurance Companies 0 0 0 0 0 0 0 0 0
Foreign Institutional
Investors 0 0 0 0 0 0 0 0 0
Foreign Venture Capital
Investors 0 0 0 0 0 0 0 0 0
Qualified Foreign Investor 0 0 0 0 0 0 0 0 0
Any other(specify) 0 0 0 0 0 0 0 0 0
SUB TOTAL B(1) 0 0 0 0.00 0 0 0 0.00 0.00
Non-Institutions
Bodies Corporate(Indian/ foreign/Overseas) 27232 15700 42932 1.43 40300 14200 54500 1.82 0.39
Foreign National)
Individual sharehodlers holding Nominal share
Capital upto Rs.1 Lakh 326078 462500 788578 26.29 322600 454400 777000 25.90 (0.39)
Individual sharehodlers holding Nominal share
Capital above Rs.1 Lakh 154390 67100 221490 7.38 154390 67100 221490 7.38 0.00
Qualified Foreign Investor 0 0 0 0 0 0 0 0 0
Any other(specify) 0 0 0 0 0 0 0 0 0
CORPORATE CM/TM -
CLIENT MARGIN A/C 1400 0 1400 0.05 1385 0 1385 0.05 0
CORPORATE CM/TM -
CLIENT BENEFICAIRY A/C 0 0 0 25 0 25 0.00
SUB TOTAL B(2) 509100 545300 1054400 35.15 518700 535700 1054400 35.15 0.00
Total Public Share
Holding (B)=B(1)+B(2) 509100 545300 1054400 35.15 518700 535700 1054400 35.15 0.00
TOTAL (A)+(B) 2454700 545300 3000000 100.00 2464300 535700 3000000 100.00 0.00
Shares held by Custodians and against which Depository Receipts have been issued
GRAND TOTAL (A)+(B)+(C) 2454700 545300 3000000 100.00 2464300 535700 3000000 100.00 0.00

SHAREHOLDINGS OF PROMOTERS

Shareholder’s name Share holding at the beginning of the year Share holding at the end of the year
Sl. No. 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 Ashok Raj .T PAN :AAAHT5240H 295000 9.833 0 295000 9.833 0 0.000
2 Ashok Raj T PAN : AAEPA4186H 268500 8.950 0 268500 8.950 0 0.000
3 Sumitha A PAN :AASPS4149J 202600 6.753 0 202600 6.753 0 0.000
4 Sunitha M PAN :AZFPS8371N 159800 5.327 0 159800 5.327 0 0.000
5 Mahendar Raj T PAN :AAAHT4606B 125100 4.170 0 125100 4.170 0 0.000
6 Kavitha N PAN :AJXPK4306P 125000 4.167 0 125000 4.167 0 0.000
7 Tarachand Jain P PAN :AAIHP4293G 124000 4.133 0 124000 4.133 0 0.000
8 Harish Kumar T PAN :AAAHT7548E 109900 3.663 0 109900 3.663 0 0.000
9 Harish Kumar T PAN :AAKPK6782H 107500 3.583 0 107500 3.583 0 0.000
10 Tarachand Jain P PAN :AAHPJ1237H 107200 3.573 0 107200 3.573 0 0.000
11 Kamaladevi T PAN :AAGPD2855A 102200 3.407 0 102200 3.407 0 0.000
12 Rekha H PAN :ACEPJ0210F 90800 3.027 0 90800 3.027 0 0.000
13 Mahendar Raj T PAN :AAKPM0408Q 76000 2.533 0 76000 2.533 0 0.000
14 Susila G PAN :AAWPS2135A 52000 1.733 0 52000 1.733 0 0.000
1945600 64.85

0 1945600

64.85 0 0.000

C) Change in Promoters’ Shareholding

Shareholding at the beginning of the year Cumulative shareholding during the year
Sl. No. No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No change during the year
At the end of the year

D) Shareholding Pattern of top ten Shareholders:

(other than Directors Promoters and Holders of GDRs and ADRs):

SL NAME Opening Balance Increase/Decrease Closing Balance
No. Shares % Shares % Shares %
1 SAMBATHRAJ JAIN MADHAN REKHA
PAN :AAKPM1966D
Opening Balance as on 01-04-2014 36400 1.213 - -
Closing Balance as on 31-03-2015 36400 1.213
2 CHANDRA SHEKAR REDDY K
PAN :3872
Opening Balance as on 01-04-2014 34900 1.163 - -
Closing Balance as on 31-03-2015 34900 1.163
3 ABISHEK K
PAN :AQAPA1780B
Opening Balance as on 01-04-2014 26300 0.877 - -
Closing Balance as on 31-03-2015 26300 0.877
4 SUDESH G
PAN :BAOPS2762N
Opening Balance as on 01-04-2014 20000 0.667 - -
Closing Balance as on 31-03-2015 20000 0.667
5 RISHAB KUMAR K .
PAN :ALAPR5421K
Opening Balance as on 01-04-2014 19500 0.650 - -
Closing Balance as on 31-03-2015 19500 0.650
6 VANDANA V
PAN :AADPV9197L
Opening Balance as on 01-04-2014 18900 0.630 - -
Closing Balance as on 31-03-2015 18900 0.630
7 B PARAS DEVI
PAN :AELPD0586P
Opening Balance as on 01-04-2014 18800 0.627 - -
Closing Balance as on 31-03-2015 18800 0.627
8 NIKITHA S
PAN :4493
Opening Balance as on 01-04-2014 16400 0.547 - -
Closing Balance as on 31-03-2015 16400 0.547
9 MEENA BAI
PAN :4483
Opening Balance as on 01-04-2014 15800 0.527 - -
Closing Balance as on 31-03-2015 15800 0.527
10 RAJSHREE JAIN G
PAN :AACPJ8859Q
Opening Balance as on 01-04-2014 14490 0.483 - -
Closing Balance as on 31-03-2015 14490 0.483

E) Shareholding of Directors and Key Managerial Personnel:

Shareholding at the beginning of the year Cumulative shareholding during the year
Sl. No. Shareholding of each Directors and each Key Managerial Personnel No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1 ASHOK RAJ T (Including HUF)
At the beginning of the year 563500 18.78 563500 18.78
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): - - - -
At the end of the year 563500 18.78 563500 18.78
2 SUNITA MAHENDAR RAJ
At the beginning of the year 159800 5.33 159800 5.33
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): - - - -
At the end of the year 159800 5.33 159800 5.33

V. INDEBTEDNESS

Indebtedness at the beginning of the financial year Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
i) Principal Amount 350556 0 0 350556
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 21813 0 0 21813
Total (i+ii+iii) 372369 0 0 372369
Change in Indebtedness during the financial year 0 0 0 0
* Addition 0 0 0 0
* Reduction 372369 0 0 372369
Net Change 0 0 0 0
Indebtedness at the end of the financial year 0 0 0 0
i) Principal Amount 0 0 0 0
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 0 0 0

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

S.No. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
ASHOK RAJ .T (MD)
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 240000 240000
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 120000 120000
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 0 0
2 Stock Option 0 0
3 Sweat Equity 0 0
4 Commission- as % of profit- others specify 0 0
5 Others please specify 0 0
Total (A) 360000 360000
Ceiling as per the Act As prescribed under Companies Act 2013 and rules made there under.

B. Remuneration to other directors

S.No. Particulars of Remuneration Name of Directors Total Amount
Mrs. M Sunitha Mr. J Chandrasekar Mr. S Vijayan
1 Independent Directors 0 0 0 0
Fee for attending board committee meetings 0 0 0 0
Commission 0 0 0 0
Others please specify 0 0 0 0
Total (1) 0 0 0 0
2 Other Non-Executive Directors 0 0 0 0
Fee for attending board committee meetings 0 0 0 0
Commission 0 0 0 0
Others please specify 0 0 0 0
Total (2) 0 0 0 0
Total (B)=(1+2) 0 0 0 0
Total Managerial Remuneration 0 0 0 0
Overall Ceiling as per the Act As prescribed under Companies Act 2013 and rules made there under.

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

S.No. Particulars of Remuneration Key Managerial Personnel
Mrs. M Sunitha CFO Total
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 0 0
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 0 0
(c) Profits in lieu of salary under section 17(3)
Income-tax Act 1961 0 0
2 Stock Option 0 0
3 Sweat Equity 0 0
4 Commission 0 0
- as % of profit 0 0
others specify… 0 0
5 Others please specify 0 0
Total 0 0

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 - - - - -
Punishment - - - - -
Compounding - - - - -
B. DIRECTORS
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
C. OTHER OFFICERS IN DEFAULT
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -

Annexure – B

Form AOC – 2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8 (2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third provisothereto:

1. Details of contracts or arrangements or transactions not at arm’s length basis:
(a) Name(s) of the related party and nature of relationship : NIL
(b) Nature of contracts / arrangements / transactions : NA
(c) Duration of the contracts / arrangements/transactions : NA
(d) Salient terms of contracts or arrangements or transactions including the value if any NA
(e) Justification for entering into such contracts or arrangements or transactions NA
(f) Date(s) of approval by the Board : NA
(g) Amount paid as advances if any : NA
(h) Date on which the special resolution was passed in general meeting as required under first proviso to Sec.188 NA

 

2. Details of material contracts or arrangement or transactions at arm’s length basis
(a) Name of the related party and nature of relationship : A. SUMITHA Wife of MD
(b) Nature of contracts / arrangements / transactions : RENT
(c) Duration of the contracts / arrangements/transactions : 01.04.2014 – 31.03.2015
(d) Salient terms of contracts or arrangements or transactions including the value if any : As mutually agreed Rs.180000/-
(e) Justification for entering into such contracts or arrangements or transactions NA
(f) Date(s) of approval by the Board : 29.04.2014
(g) Amount paid as advances if any : NIL

Annexure – C

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 Members GyanDevelopers And Builders Limited We have conducted the secretarial audit of the complianceof applicable statutory provisions and the adherence to good corporate practices by GyanDevelopers And Builders Limited (hereinafter called the Company). Secretarial Audit wasconducted in a manner that provided us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing our opinion thereon.

Based on our verification of Gyan Developers And Builders Limited’s books papersminute books forms and returns filed and other records maintained by the Company and alsothe information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit We hereby report that in ouropinion the company has during the audit period covering the financial year ended on 31stMarch 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter: We have examined the books papersminute books forms and returns filed and other records maintained by Gyan Developers AndBuilders Limited ("The Company") for the financial year ended on 31stMarch 2015 according to the provisions of:

1) The Companies Act 2013 (the Act) and the Rules made thereunder.

2) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and theRules made thereunder;

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

4) The Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct and External CommercialBorrowings; (Not applicable for the year under review).

5) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’) (a) The Securities andExchange Board of India (Substantial Acquisition of Shares and Takeovers)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; (Not applicable for the year under review).

(d) The Securities and Exchange Board of India (Employees stock Option Scheme andEmployee stock purchase Scheme) Guidelines 1999; (Not applicable for the year underreview).

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable for the year under review).

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client.

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (Not applicable for the year under review) and (h) TheSecurities and Exchange Board of India (Buyback of Securities) Regulations 1998; (Notapplicable for the year under review).

6) Following other laws applicable specifically to the company: (a) Transfer ofProperty Act 1882 (b) Indian Stamp Act 1899 (c) Registration Act 1908

We have also examined compliance with the applicable clauses of the following: i)Secretarial Standards issued by The Institute of Company Secretaries of India. (notapplicable as they were not notified during the period under review) ii) The ListingAgreements entered into by the Company with Bombay Stock Exchange Ltd and Madras StockExchange Ltd.

During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. subject to the following: (i) TheCompany has not appointed a Company Secretary as required under the first proviso ofsub-section 1 of Section 203 of the Companies Act 2013 read with Rule 8 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. We further reportthat: i) the Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act. ii) adequate notice is given toall directors to schedule the Board Meetings agenda and detailed notes on agenda weresent at least seven days in advance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting and other business which are not included in the Agenda areconsidered vide supplementary agenda subject to consent of the Board of Directors. iii)all the decisions at Board meetings and Committee Meetings are carried out unanimously asrecorded in the minutes of the meetings of the Board of Directors or Committee of theBoard as the case may be. iv) there are adequate systems and processes in the Companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period there were no instances of: (i)Public/Right/Preferential issue of shares / debentures/sweat equity etc.

(ii) Redemption / buy-back of securities. (iii) Foreign technical collaborations

For A.K Jain & Associates
Company Secretaries
Balu Sridhar
Partner
FCS No. 5869
C. P. No. 3550
Place : Chennai
Date :30-07-2015