Nakshatra Infrastructure Ltd Directors Report

To

The Members of Nakshatra Infrastructure Limited,

Hyderabad.

We have pleasure in presenting the 23rd Annual Report and the Audited Statement of Accounts for the Financial Year ended 31.03.2012.

FINANCIAL RESULTS:

OPERATIONS:

During the year under review your company has earned a total income of Rs. 90.60 Lakhs and earned a Net Profit of Rs. (4.93) Lakhs as against an income of Rs. 95.35 Lakhs and Net Profit of Rs. (3.94) Lakhs in the previous year. Your Directors are confident that the company will achieve better results in the coming years.

DIVIDEND:

Due to insufficiency of Profits your directors could not recommend Dividend on the Capital.

DIRECTORS:

Sir C. Pavankumar SAnwarmal, Director retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for reappointment.

AUDITORS:

M/s. Ramasamy Koteswara Rao & Co. Chartered Accountants. Hyderabad will retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000, your directors confirm:

(i) that in the preparation of accounts under report the applicable accounting standards have been followed along with proper explanations relating to material departure.

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss account for the period.

(iii) That the directors taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing and deleting fraud and other irregularities.

(iv) That the directors had prepared the annual accounts on the going concern basis.

CORPORATE GOVERNANCE:

Your Company has taken necessary measures to comply with the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges in respect of Corporate Governance.

A report on corporate governance along with a certificate of compliance from the Auditors and also the Management Discussion and Analysis report are annexed separately to this Annual Report.

PARTICULARS OF EMPLOYEES:

No employee was in receipt of remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 and the rules framed there under, as amended to date.

FIXED DEPOSITS:

Your Company has not accepted any deposit and as such no amount of principle or interest was outstanding on the date of the Balance Sheet.

a) Conservation of Energy:

The operations of the company involve very low energy consumption. However adequate measures have been taken to conserve the more energy.

GENERAL:

The Companys shares are listed on Bombay Stock Exchanges Ltd, the listing fee for the year 2011 - 2012 has been paid.

APPRECIATION:

The Directors wish to place on record their appreciation to employees at all levels for their co-operation. Your directors would also acknowledge the continued support of the companys shareholders.

By Order of the Board of Directors

Place : Hyderabad

Date : 03.09.2012

(C. ASHOK BABU) (C.JHANSI LAKSHMI)

Managing Director Director