Kyra Landscapes Ltd Directors Report

TO THE SHARE HOLDERS

TO,

The Member of

KYRA LANDSCAPES LIMITED

Your Directors are pleased to present their 23nd Annual Report of the Company with the Audited Accounts for the period ended 31st March 2014.

This report has been prepared on the basis of legal requirements under Companies Act, 1956. As per General Circular No.08/2014 issued by Ministry of Corporate Affairs dated 04/04/2014, the provisions of Companies Act, 2013 will become applicable for all disclosures required under the Act for the Year 2014-2015 and subsequent years.

1) FINANCIAL RESULTS:

Amount in Rs.

PARTICULARS	2013 - 2014	2012 - 2013
Profit before Depreciation	1,25,02,411	1,19,20,554
Less: Depreciation	8,647	8,142
Less: Directors Remuneration	NIL	NIL
Profit after Depreciation & Before Tax	1,24,93,764	1,19,12,412
Less: Provision for Tax	37,54,000	36,76,000
Profit after Tax	87,39,764	82,18,142
Add: Profit brought forward	(3,56,01,661)	(4,38,19,803)
Balance transferred to Balance Sheet	(2,68,61,897)	(3,56,01,661)

2) DIVIDEND:

After considering the financial results for the financial year, your Directors are of the opinion that it is prudent that no dividend be declared for the year under review so that the profits earned in the financial year can be ploughed back and utilized towards various growth and other expansion plans.

3) DIRECTORS:

Shri Harish Joshi, Director of the Company, retires by rotation has expressed his unwillingness to get reappointment.

Shri Dipesh Joshi, Director of the Company retires by rotation has expressed his unwillingness to get reappointment.

4. AUDITORS:

Mr. Bhavik Ajitkumar Sheth, Chartered Accountants, Mumbai the retiring Auditors expressed their willingness to be re-appointed as Auditors of the Company. Your Directors propose appointment of Mr. Bhavik Ajitkumar Sheth,, Chartered Accountants, whose appointment has been duly approved by the Audit Committee and who shall hold office from the conclusion of this meeting till the conclusion of the third annual general meeting, with this meeting being counted as the first meeting and will be subject to ratification in every Annual General Meeting till the third Annual General meeting by way of passing of an ordinary resolution and to fix their remuneration.

Also a certificate under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received from the Auditors to the effect that the Auditor is eligible for appointment and is not disqualified for appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made there under and proposed appointment is within the limits laid down by or under the authority of the Act

5. AUDITORS REPORT:

The Auditors’ Report to the shareholders on the Accounts of the Company for the Financial year ended March 31, 2014 does not contain any qualification and the statements made therein are self- explanatory

6. RESTRUCTURING OF THE BOARD OF DIRECTORS POST IMPLEMENTATION OF COMPANIES ACT 2013:

The Board of Directors in its meeting held on 14th August 2014 reconstituted the Board of Directors of the Company in pursuant to various provisions of the Companies Act 2013 as follows:

Sr.No.	Name of the Director	Designation	KMP Position Held
1.	Mr. Girish Sehgal	Whole Time Director	Managing Director & Chief Executive Officer
2.	Mr. Neeta Joshi	Whole Time Director	Chairman
3.	Mr. Keyur P shah	Whole Time Director	Chief Financial Officer
4.	Mr.Paresh Shah	Non Executive Independent-Director	-
5.	Mr. Narendra doshi	Non Executive Independent-Director	-
6.	Mrs. Bindu P shah	Non Executive Independent-Director	-

7. BUSINESS PERFORMANCE / FINANCIAL OVERVIEW:

A detailed analysis of your Companys Performance is discussed in Management Discussion and Analysis Report which forms part of this Annual Report.

8. FUTURE PROSPECTS:

The Company is planning to enter into strategic alliance with an infra structure development company pioneer in this industry. This nexus would go a long way to strengthen the Company’s financial position and its foot prints in infrastructure development business.

9. COMPANY SECRETARYAS THE KEY MANAGERIAL PERSONNEL

Pursuant to provisions of section 203, the Company is putting its efforts to appoint whole time Company Secretary who will act as the Key Managerial Personnel under the provisions of Companies Act 2013.

10. CORPORATE GOVERNANCE PHILOSOPHY:

Your Company believes that Corporate Governance is a voluntary code of self-discipline. In line with this philosophy, it follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken. As required under clause 49 of the listing Agreement with the stock exchanges the report on "Corporate Governance" together with the Auditors certificate regarding compliance of the code of Corporate Governance is annexed herewith.

11. REQUIREMENTS OF SECTION 217 OF THE COMPANIESACT, 1956:

a. The Company has no employees covered under section 217(2A) of Companies Act, 1956.

b. The directors responsibility statement setting out the compliance with the accounting and Financial reporting requirements specified under section 217(2AA) of the companies Amendment Act, 2001 in respect of the financial statement is annexed to this report.

c. Provisions of section 217(1)(e) of Companies Act, 1956 are not applicable to the company.

12. PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of provision under section 58 A of the Companies Act, 1956 from the public during the year ended on 31st March, 2014.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the Operating Management and after due enquiry, confirm that:

i. In the Preparation of the Annual Accounts, the applicable accounting standard have been followed;

ii. They Directors have selected such accounting policies and made judgments and estimates that are reasonable and prudent so as to give a true fair view of the state of affairs of the Company at the end of the financial year and profit of the Company for that period:

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Annual Accounts have been prepared on a going concern basis.

14. PARTICULARS OF EMPLOYEE

During the year under review, no employee of the Company was in receipt of remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (particulars of employees) Rules, 1975. Thus furnishing of particulars under the Companies (particulars of employees) Rules 1975 does not arise.

15. DISCLOSURE OF MATERIAL CHANGES SINCE THE END OF THE FINANCIAL YEAR ENDED 31ST MARCH, 2014

There has not been any material change in the nature of business or operation of the Company since the end of the financial year ended 31st March, 2014 till the date of this Annual Report.

16. LISTING:

Stock Exchange	Address
THE BOMBAY STOCK EXCHANGE	25th Floor, Phiroze Jee Jee Bhoy Towers, Dalal Street, Mumbai - 400 001

17. ACKNOWLEDGEMENT:

The Board of Directors wishes to place on record their appreciation for the continued support and cooperation extended by Banks, customers, suppliers, financial institution, government authorities and other stakeholders & investors. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

Place : Mumbai	By Order of the Board
Dated : 14th August, 2014	For Kyra Landscape Ltd.
	sd/-
	Harish Joshi
	DIN: 02986911
	Director