DIRECTORS' REPORT

Dear Members.

The Directors have pleasure in submitting their 24^th Annual Report together with the Audited Statements of Account for the year ended on March 31, 2016.

Financial Performance:

The Company’s financial performance for the year ended 31^st March, 2016 is summarized below:

(a) Standalone Amount in (Rs.)

(b) Consolidated __Amount in (Rs.)

Notes: Since both the subsidiaries of the Company namely (1) Overflow Trade link Pvt. Ltd.

(2) BRC Construction Co. Pvt. Ltd have become the subsidiaries of Square Four Projects India Ltd in the current financial year 2015-2016, hence, previous year figures are not applicable.

Operating & Financial Performance

During the year, the net revenue from operations of your Company decreased by 18.07 % from Rs 24,33,950/- to Rs. 19,94,054/-. For FY2016, your Company's profit after tax stood at Rs. 339732/- vis-a-vis Rs. 6,09,207/- in the previous year, registering a decline of 44.23 %.

Change in the nature of business, if any

There is no change in the nature of the business of the Company.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There were no material changes and commitments affecting the financial position of the Company occurring between March 31, 2016 and the date of this Report of the Directors.

Subsidiary / Joint Ventures / Associates

The Company has two subsidiaries namely (1) Overflow Trade link Pvt. Ltd. (2) BRC Construction Co. Pvt. Ltd. The consolidated accounts of the company along with the subsidiary are being disclosed in the financial Statement of the Company and are forming a part of the financial statement and the particulars are given vide form AOC- I enclosed with the report and marked and marked as Annexure-I.

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Dividend

With the view to conserve the resources of company your directors regret to recommend any dividend for the period under report.

Share Capital

The paid up Equity Share Capital as on March 31, 2016 was Rs. 9,80,89,000/-. During the year under review the company has not issued any shares or any convertible instruments.

Adoption of New Articles of Association

The Board of Directors at its meeting held on 19th July, 2016 has adopted a new set of Articles of Association as per the Companies Act, 2013 in place of the existing Articles of Association subject to the approval of the shareholders at the ensuing General Meeting of the Company.

Management Discussion and Analysis:

Industry Structure & Developments. Opportunities & Threats, Outlook

Real estate development business is a large industry and major shaper of the built environment whose structure has implications for the form and structure of cities. Real estate development, or property development, is a multifaceted business. Hence, it will also effect the growth of the company in the coming years. Real estate sector has witnessed high growth in recent times.

Segment wise performance

The Company is engaged in the real estate business activity only. Accordingly, the Company is a single business segment company and hence segment wise reporting is not applicable.

Internal Financial Control

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. Company's Policies on Remuneration, Employee Concern (Whistle Blowing) and also the Code of Conduct applicable to Directors and Employees of the Company have been complied with. These Policies and the Code of Conduct are available on the Company's website at www.squarefourgroup.in

Risk Management

The Board members were informed about risk assessment and minimization procedures after which the Board formally adopted Risk Management policy and implemented for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

Directors / Key Managerial Personnel (KMP)

In accordance with the provisions of Companies Act, 2013 Mr. Ganesh Kumar Singhania (DIN-01248747), Director of the Company retires by rotation and being eligible offers himself for re-appointment.

At the board meeting held on 31.03.2016 the Board had re-appointed Mr. Ganesh Kumar Singhania as the Managing Director of the company for a period of three years w.e.f. 01.04.2016.

All the Independent directors have given declaration that they meet the criteria of independence as laid down under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employeeswww.squarefourgroup.inI section

Meetings of Board and Committees

Board Meetings

During the financial year 2015-2016, the Board met 6 times on 28.04.2015, 30.05.2015, I14.08.2015, 14.11.2015, 12.02.2016 and 31.03.2016.

Audit Committee Meetings

During the financial year 2015-2016, the Committee met 5 times on 28.04.2015, I30.05.2015, 14.08.2015, 14.11.2015 and 12.02.2016.

Nomination and Remuneration Committee Meetings

During the financial year 2015-2016, the Committee met once on 31.03.2016.

Stakeholders Relationship Committee Meetings

During the financial year 2015-2016, the Committee met 2 times on 16.07.2015 and Rs,15.12.2015,

Meeting of Independent Directors

During the financial year under review,, the Independent Directors of the Company Hemet on 31.12.2015.

Directors' Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31^s1, 2015 and state that :

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments 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 of the Company for that I period;

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

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Party

The related party transactions in accordance with provisions of Section 188 of the Companies Act, 2013 and as identified by Management and auditors are disclosed in Form AOC-2 vide Annexure-II.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www.squarefourgroup.in. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Key Managerial Personnel

The following persons are the Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013:

a) Mr. Ganesh Kumar Singhania - Managing Director

b) Mr. Arup Chakraborty - Chief Financial Officer

c) Mr. Aditya Tiwari- Company Secretary

Board Evaluation

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its committee.

Corporate Governance

Corporate Governance is not applicable to the Company in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Audit Committee

The Audit Committee comprises of the following Directors:

I recommendations

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of the following Directors:

The Company's Remuneration Policy is available on the Company's website

www.squarefourgroup.in and is attached as Annexure -III and forms part of this Report Of

Stakeholders Relationship Committee I

The Stakeholders Relationship Committee comprises of the following Directors: I

Vigil Mechanism

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty integrity and ethical behavior the company has adopted a vigil mechanism policy which is available on the Company's website www.squarefourgroup.in

Corporate Social Responsibility

The provision of the Companies Act, 2013 regarding Corporate Social Responsibility is not applicable to the Company

Listing

The shares of the Company are listed on the Bombay Stock Exchange. The Company's shares are compulsorily traded in the dematerialized form. The ISIN number allotted is INE 716K01012. Shares of the Company were also listed with Hyderabad and Ahmadabad Stock Exchanges. However, these stock exchanges stand de-recognized by the SEBI as on date.

Statutory Auditors

M/s S. Ramanand Aiyer & Co., Chartered Accountants, hold office as Auditors of the Company till the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment pursuant to the provisions of Section 139 of the Companies Act, 2013. There are no qualifications or observations or remarks made by the Auditors in their Report.

Secretarial Audit

A Secretarial Audit was conducted during the year by M/s. A. K. Labh & Co., Company Secretaries, in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditor's Report is attached as Annexure-IV and forms a part of this Report of the Directors. There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report.

Internal Audit

Mr, Aditya Tiwari , Company Secretary performs the duties of internal auditors of the company and his report is reviewed by the audit committee from time to time.

Deposits

The Company has not accepted any deposit from the public within the meaning of Section 73 of the Companies Act, 2013.

Loans, guarantees and investments

It is the Company's policy not to give loans, directly or indirectly, to any person (other than to employees under contractual obligations) or to other body corporate or give any guarantee or provide any security in connection with a loan to any other body corporate or person. The Company also does not have any investment in securities of any other body corporate apart from that one as stated vide Note 7 as attached to the financial statement of the company as on 31.03.2016.

Conservation Of Energy. Technology Absorption, Foreign Exchange Earning and Outgo

In compliance with the provisions of section 134(3) (m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 your company has to report that:

a) Your Company has neither carried out any Research and Development Work nor spent any amount on it.

b) There were no foreign exchange earnings or outgo.

There are no employees who are in receipt of remuneration in excess of the limit specified under section 134(3) (q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT- 9 is annexed herewith as Annexure-V.

Particulars of Employees

Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, regarding employees is given in Annexure-VI forming part of the Directors' Report.

Sexual Harassment Policy

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company as there is no female employee in the Company.

Acknowledgement

Your Directors acknowledge the continued support extended by the bankers, clients and employees of the Company.

For Square Four Projects India Limited

On behalf of the Board

Sd/-

Ganesh Kumar Singhania

(Managing Director)

DIN: 01248747

Sd/-

Jai Kumar Sharma

Place: Kolkata (Director)

Date: 19.07.2016 DIN: 06879084