employees and every person who comes in contact with the Company.

The Company believes in monitoring its performance regularly and with utmost transparency so as to enable the optimum utilization of its resources.

Change in Name of the Company

Name of the Company Changed from ABHINAV HOMES & RESORTS LIMITED to ABHINAV CAPITAL SERVICES LIMITED. Members of the Company approved the same in the Extra Ordinary General meeting held on 1st December, 2005. Further the Company has received Fresh Certificate of Incorporation from the Registrar of Companies, Mumbai on 10th February, 2006.

Board of Directors

The Company has a Non-executive Chairman and Number of Non Executive Directors are more than 50% of the Total Number of Directors.

Non of the Directors on the Board of Directors on the Board is a members of more than 10 committees or chairman of more than 5 committees as specified in clause 49 of the Listing Agreement. Necessary disclosures regarding Committee positions have been made by the Directors.

The strength of the Board of Director is Four Directors. The Board Comprised of non-executive Chairman, executive Director & Two other non-executive/ independent Directors.

Mr. Avinash Mainkar, Director of the Company resigned as Director due to pre occupation with effect from 27th January, 2006.
Mr. Kamlesh Kotak & Mr. Girish Desai appointed as an additional Director of the Company w.e.f. 10th January, 2006.

Since the last Annual General Meeting. The Board met 9 times during the year i.e. 18th April, 2005, 2nd July, 2005, 21st July, 2005, 23rd August, 2005, 21st October, 2005, 31st October, 2005, 7th December, 2005, 10th January, 2006 & 27th January, 2006.

The following table gives the attendance record of the Directors at the Board as well as Annual General Meeting.

*Mr. Avinash Mainkar, Director of the Company resigned as Director due to pre occupation with effect from 27th January, 2006.

*Mr. Kamlesh Kotak & Mr. Girish Desai appointed as an additional Director of the Company w.e.f. 10th January, 2006.

Notes

• None of the Directors are related to any other director.


• None of the Directors holds Directorship in more than 15 public limited Companies nor is a member of more than Ten Committees across all Companies in which he is a Director.

Committees of the Board

The Committees of the Board Constituted, when the Code becomes applicable to the Company. The role and the responsibilities of each of the Committee are well defined. The Board has constituted the following Committees.

Audit Committee:

The Audit Committee was constituted with Three Directors viz

The Terms of Reference to the Audit Committee are wide enough to cover all matters specified under the Listing Agreement and the Companies Act, 1956.

Meeting and attendance during the year

During the year under report Five meetings of the Committee were held and Mr. A.K. Jain was present in all meetings & Mr. Kamlesh Kotak & Mr. Girish Desai were present in two meetings from the date of their appointment.
Note: Mr. Avinash Mainkar resigned from 27th January,2006 as a Director & Mr. Chetan Karia resigned as a member of Audit committee from 10th January, 2006.

During the year under report, the Audit Committee reviewed the quarterly and annual financial results before the Board took the same on record. The Committee also reviewed internal audit report and internal control systems and procedures and recommended desired improvements to the Board to strengthen the same. As a measure of good corporate governance, representatives of statutory Auditors were regularly invited to the meeting of the audit Committee and made significant contribution to the deliberations at the Committee meetings.

INVESTOR GREVIANCE & SHARE TRANSFER COMMITTEE

The composition of the Committee is as under

During the year under report the Committee met two times.

Mr. Chetan Karia act as a Compliance officer and has been regularly interacting with the Share Transfer Agents to ensure that the complaints of the investors are attended to without undue delay and where deemed expedient the complaints are referred to the Committee or discussed at the meetings. The Company has not received any complaint during the year.

The company has a share transfer committee of Directors to approve the transfer, transmission, remat & issue of duplicate share certificates etc.

Remunerations Committee

The composition of the Committee is as under

The Committee Met Once in a year as the Company has not paid any remuneration to any Directors during the year 2005-06.

DISCLOSURES:

During the year no material transactions with the Directors or the management, their subsidiaries or relatives etc have taken place, which has potential conflict with the interest of the Company.

MEANS OF COMMUNICATION

The Company has published quarterly, half yearly as well as annual results in Free Press Journal (English Daily News Paper) and Navshakti (Marathi Daily News Paper).

OTHER DISCLOSURE RECOMMENDED BY THE COMMITTEE

Detail of General Meetings

Whether special resolutions were put through postal ballot last year?

Yes, The Company has passed Special resolution relating to Shifting of object clause from Main object to other object as contained in a Notice to the shareholders dated 21st October, 2005 were passed under a postal Ballot. The Postal Ballot exercise was conducted by Mr. Chetan Karia, Director of the Company. The exercise was carried out under the overall supervision of the scrutinizer Mr. P. C. Surana, for the postal ballot.

Details of the special resolution passed under the postal Ballot are as under:
Description:
Special resolution to accord the consent to shifting of Clause III ( A) (2) of the main object shifted to Other Object as Clause III (c) 75 of the Memorandum of Association.

Voting Pattern :

RESULT : Passed with the requisite majority.

Listing Details:
The Shares of the Company are listed at Bombay Stock Exchange, MP and Ahmedabad Stock Exchange.

BSE Scrip Code: 532057 ISIN No. : INE516F01016
Monthly High & Low prices Quoted on BSE after listing.

Distribution Schedules as on 31.03.2006

Categories of Shareholders as on 31.03.2006

The Company has not received any Notice or complaint from the statutory authorities. The Company is regular in complying with various compliances under the various statutory authorities.

Name and Address of the Share Transfer Agents of the Company / Correspondence Address :

Adroit Corporate Services Private Limited
19, Jaferbhoy Industrial Estate,
Makwana Road, Marol Naka,
Andheri (East), Mumbai 400 059.
Tel No. : 2859 4060 / 2859 6060
Fax No. : 2850 3748

Book Closure Dates:
From 27.07.2006 to 29.07.2006 (both days inclusive)