Raja Bahadur International Ltd

TO THE MEMBERS :

Your Directors have pleasure in presenting their Annual Report together with theAudited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS :

The financial results of the Company are summarised as under :

(Rupees in Lacs)

OPERATIONS :

The Company has recently obtained permission from the Pune Municipal Corporation forconstruction of building on its land located at Kharadi, Pune. The Company is constructingthree Residential Towers with a Club House and has commenced the construction of the same.

As reported earlier, the business of Power Generation by Wind turbines (windmills) wasnot satisfactory and hence the Company sold the entire undertaking of windmills businessduring the year under report.

DIVIDEND -

With a view to conserve resources and to meet the future financial commitments, yourDirectors do not recommend any dividend for the Financial Year 2010-11.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

In view of nature of business of the Company, particulars required to be given inaccordance with the Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules, 1988 regarding conservation of energy and technology absorption are notgiven. However, the steps are being taken to conserve energy at all levels.

There was no foreign exchange earning or outgo during the year under report.

DIRECTORS :

Mr. M. M. Pittie and Mr. Nayan C. Mirani, Directors of the Company would retire byrotation at the ensuing

Annual General Meeting and they are eligible for re-appointment.

PARTICULARS OF EMPLOYEES :

During the year there was no employee whose information is required to be givenpursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules 1975, as amended.

DIRECTORS' RESPONSIBILITY STATEMENT :

Your Directors confirm that :

(i) In preparation of the Annual accounts, the applicable accounting standards had beenfollowed along with proper explanation relating to material departures.

(ii) The Directors had selected such accounting policies and applied them consistentlyand prudent so as to give a true and fair view of the state affairs of the Company at theend of the financial year and of profit of the company for that period.

(iii) The Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSIT :

The Company has not accepted any deposits within the meaning of Section 58A of theCompanies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 madethereunder.

COMPLIANCE CERTIFICATE :

A compliance certificate as required under Section 383A of the Companies Act, 1956 froma Practicing Company Secretary for the financial year ended 31st March, 2011 is attachedhereto and forms part of this report.

AUDITORS' REMARK :

The remarks of the Auditors in their Report and Notes attached to the Accounts areself-explanatory. AUDITORS :

M/s. J.K. Doshi & Co., Chartered Accountants, Auditors of the Company would retireat the conclusion of the ensuing Annual General Meeting and they are eligible forre-appointment. You are requested to appoint Auditors and fix their remuneration.

APPRECIATION :

The Board of Directors are thankful to its Bankers for the support and financialassistance from time to time.

The Directors appreciate the dedicated and sincere services rendered by the employeesof the Company.

The Board takes this opportunity to express its deep gratitude for the continuoussupport received from the shareholders.

Compliance Certificate under section 383A of Companies Act, 1956 from PractisingCompany Secretary.

Registration No. L17120MH1926PLC001273

Authorised Capital : Rs. 5,00,00,000/-

To,

The Members

RAJA BAHADUR INTERNATIONAL LIMITED

3rd Floor, Hamam House,

Ambalal Doshi Marg, Fort,

Mumbai - 400 001.

We have examined the registers, records, books and papers of RAJA BAHADURINTERNATIONAL LIMITED as required to be maintained under the Companies Act, 1956, (theAct) and the rules made thereunder and also the provisions contained in the Memorandum andArticles of Association of the Company for the financial year ended on 31st March, 2011.In our opinion and to the best of our information and according to the examinationscarried out by us and explanations furnished to us by the company, its officers andagents, we certify that in respect of the aforesaid financial year:

1. The Company has kept and maintained registers as stated in Annexure 'A' to thiscertificate, as per the provisions of the Act a the rules made thereunder and all entriestherein have been recorded.

2. The Company has filed the forms and returns as stated in Annexure 'B' to thiscertificate, with the Registrar of Companies, Regional Director, Central Government,Company Law Board or other authorities as mentioned in the said Annexure.

3. ' The Company being a public limited company has the minimum prescribed paid-upcapital and comments relating to Private Limited Company about maximum number of members,invitation to public to subscribe for shares and acceptance of deposits from persons otherthan its members, directors or their relatives, are not required.

4. The Board of Directors met 4 (Four) times on 31.05.2010, 07.08.2010, 15.11.2010 andon 15.02.2011 in respect of which meetings proper notices were given and the proceedingswere properly recorded and signed including the circular resolutions passed in the MinutesBook maintained for the purpose.

5. The Company closed its Register of Members from August 03, 2010 to August 05, 2010and necessary compliance of Section 154 of the Act has been made.

6. The annual general meeting for the financial year ended on 31st March, 2010 was heldon 05.08.2010 after giving due notice to the members of the company and the resolutionspassed thereat were duly recorded in Minutes Book maintained for the purpose.

7. No extra ordinary general meeting was held during the financial year.

8. The Company has not advanced any loan to its Directors and/or persons or firms orcompanies referred to in Section 295 of the Act.

9. The Company has not entered into any contracts falling within the purview of section297 of the Act during the financial year.

10. The Company has made necessary entries in the register maintained under Section 301of the Act.

11. The company has obtained necessary approvals from the Board of Directors pursuantto Section 314 of the Act wherever applicable during the financial year.

12. The Company has not issued any duplicate share certificates during the financialyear.

13. (i) There was no allotment/ transfer/ transmission of securities during thefinancial year.

(ii) The Company has not deposited any amount in a separate Bank Account as no dividendwas declared during the financial year.

(iii) The Company was not required to post warrants to any members of the Company as nodividend was declared during the financial year.

(iv) There are no unpaid dividends, application money due for refund, matured deposits,matured debentures or the interest accrued thereon which have remained unclaimed or unpaidfor a period of seven years.

(v) The Company has duly complied with the requirements of section 217 of the Act.

14. The Board of Directors of the Company is duly constituted. There was no appointmentof Additional Directors, Alternate Directors and Directors to fill the casual vacanciesduring the financial year.

15. The Company has not appointed any Managing Director/ Whole-time Director/ Managerduring the financial year.

16. The Company has not appointed any sole selling agents during the financial year.

17. The Company was not required to obtain any approvals of the Central Government,Company Law Board, Regional Director, Registrar and/or such other authorities prescribedunder the various provisions of the Act during the financial year.

18. The directors have disclosed their interest in other firms/companies to the Boardof Directors pursuant to the provisions of the Act and the rules made there under.

19. The Company has not issued any shares, debentures or other securities during thefinancial year.

20. The Company has not bought back any shares during the financial year.

21. There was no redemption of preference shares or debentures during the financialyear.

22. There were no transactions necessitating the company to keep in abeyance the rightsto dividend, rights shares and bonus shares pending registration of transfer of shares.

23. The Company has not invited/accepted any deposits including any unsecured loansfalling within the purview of Section 58A during the financial year.

24. The amount borrowed by the company is within the borrowing limit of the company andthat the necessary resolutions as per Section 293(1 )(d) of the Act have been passed induly convened annual general meeting.

25. The Company has not made any loans or investments or given guarantees or providedsecurities to other bodies corporate and consequently no entries have been made in theregister kept for the purpose.

26. The Company has not altered the provisions of the Memorandum with respect tosituation of the company's registered office from one state to another during the yearunder scrutiny

27. The Company has not altered the provisions of the Memorandum with respect to theobjects of the Company during the year under scrutiny.

28. The Company has not altered the provisions of the Memorandum with respect to nameof the Company during the year under scrutiny.

29. The Company has not altered the provisions of the Memorandum with respect to sharecapital of the Company during the year under scrutiny.

30. The Company has not altered its Articles of Association during the year underscrutiny.

31. There were no prosecutions initiated against or show cause notices received by theCompany and no fines or penalties or any other punishment was imposed on the companyduring the financial year, for offences under the Act.

32. The Company has not received any money as security from its employees during thefinancial year.

33. The Company has generally deposited both employee's and employer's contribution toProvident Fund with prescribed authorities pursuant to Section 418 of the Act.

Partner

C. R No. : 8187

Place : Mumbai

Date : 09th August, 2011

ANNEXURE 'A'

Statutory Registers as maintained by the Company

1. Register of Charges u/s 143 of the Act.

2. Register of Members u/s 150 of the Act.

3. Minutes Book of Board Meetings u/s 193 of the Act. (In loose leaf)

4. Minutes Book of General Meetings u/s 193 of the Act.

5. Books of Accounts u/s 209 of the Act are being audited by the Statutory Auditors ofthe Company.

6. Register of Contracts u/s 301 of the Act.

7. Register of disclosure of interest u/s 301 of the Act.

8. Register of Particulars of Directors etc. u/s 303 of the Act.

9. Register of Directors' Shareholding u/s 307 of the Act.

10. Register of Duplicate Share Certificate issued.

Other Registers :

1. Register of Transfers.

2. Register of Directors' Attendance.

3. Register of Shareholders' Attendance.

For PARIKH & ASSOCIATES

J. U. POOJARI

partner

C. R No. : 8187

Place : Mumbai

Date : 09th August, 2011

Annexure 'B'

Forms and Returns as filed by the Company with the Registrar of Companies during thefinancial year ended on March 31, 2011 :

Partner

C. R No. : 8187 Place : Mumbai

Date : 09th August, 2011