Gyan Developers & Builders Ltd

Your Directors have pleasure in presenting the 19th Annual Report together with auditedaccounts for the year ended 31.03.2011

The summarized financial results for the year ended 31.03.2011 and for the previousyear 31.03.2010 are as under;

The Company has made a profit of Rs. 5,42,671/- as against previous year Profit of Rs.281,268.49. Presently your Company is concentrating on buying and selling of Vacant Landssituated in and around Chennai. Your Board of Directors are confident that there will beenormous demand for vacant lands in view of increase in hiring by the Companies andimprovement in salaries and better job security. Your Company is concentrating onincreasing vacant lands which can fetch potential value for the investment made by theCompany in near future and in turn increase in the wealth of the share holders.

DEPOSIT

The Company has not accepted any deposit pursuant to Section 58A of the Companies Act.1956.

DIRECTORS

Mr. S.Vijayan and Mr. J.Chandrasekar, Directors retire by rotation. They beingeligible, offer themselves for re-appointment. Your Board recommends their continuation.

Mr. N.Gajraj and Mrs. T.Kamala Devi, resigned from the Board w.e.f. 29-07-2011. TheBoard expresses its sincere appreciation for the contributions made by them during theirtenure as Directors of the Company.

DIVIDEND

In order to conserve reserves / Profit for the growth of the Company, your Directors donot recommend any dividend.

AUDITORS

M/s. G.C. Daga & Co., Chartered Accountants, retires at the ensuing Annual GeneralMeeting and is eligible for re-appointment. The Board recommends their re-appointment. TheCompany has received confirmation that their appointment will be within the limitsspecified u/s.224(1B) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board hereby confirms:

a) that in the preparation of the annual accounts, the applicable accounting standardshad been followed along with proper explanation relating to material departures;

b) that 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) that the Directors has taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors had prepared the annual accounts on going concern basis.

CORPORATE GOVERNANCE:

Detailed Report on the Corporate Governance in Compliance of Clause 49 of the ListingAgreement is attached, which form part of the report.

MANAGEMENT ANALYSIS & REVIEW REPORT:

Management analysis & review report is mentioned in Corporate Governance Report.

COMPLIANCE CERTIFICATE:

A copy of Compliance Report u/s 383A of the Companies Act, 1956, received from M/sA.K.Jain & Associates, Chennai Company Secretaries in Practice, is annexed and formspart of this report.

PARTICULARS OF EMPLOYEES:

None of the employees is covered under Section 217 (2A) of the Companies Act, 1956 readwith Companies (Particulars of Employees) Rules, 1975.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREING 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.

We wish to place on record our sincere thanks for the help and service by our Bankers,customers, Shareholders, auditors and staff.