Directors Report of Megh Mayur Infra Ltd.

Mar 31, 2014

Dear Members,

The Company''s Directors are pleased to present the 33rd Annual Report along with the Audited Accounts for the year ended on 31st March, 2014. Pursuant to the clarification issued by the Ministry of Corporate Affairs (MCA) vide its General Circular No. 08/2014 dated 4th April, 2014 statement of accounts, Auditors'' Report, Board''s Report and attachment thereto have been prepared in accordance with the provisions contained in the Companies Act, 1956 as the provisions of the Companies Act, 2013 made applicable for the financial year commencing on or after 1st April, 2014.

FINANCIAL HIGHLIGHTS

During the year under review the Company has made a loss of Rs.6,91,447/- (previous year loss of Rs. 7,13,424/-) after providing depreciation NIL (previous year NIL) and deferred tax of Rs. NIL/- (previous year Rs NIL/-).

The Company is not having any Depreciable Assets hence no provision of Depreciation is made.

PROSPECTS

The Company is exploring various Sites for undertaking New Projects.

DIVIDEND

In view of accumulated losses incurred by the Company, the Board does not recommend any Dividend for the year ended 31st March, 2014.

MATERIAL CHANGES AND COMMITMENTS

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year of the Company 31st March, 2014 and the date of this Report.

DIRECTORS

In view of the implementation of the provisions of the Section 149(7) of the Companies Act, 2013 it has been decided by the Board of Directors for continuation of the duration of Independent Directors for a period of five years effective 1st April, 2014. Details of the proposal for extending the duration of the office of the Independent Directors namely Mr. Jayant Pandya and Ms Komal Savaliya are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 33rd Annual General Meeting.

Pursuant to Section 152 (6) all the Directors other than Independent Directors and Mr. Mitul Shah, Chairperson & Managing Director shall retire by rotation. Accordingly Shri Rajendra Shah Director will retire by rotation and being eligible and not being disqualified under section 164 of the Companies Act, 2013, offers himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by sub-section (2AA) of section 217, of the Companies Act, 1956, Directors state:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That 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 loss of the company for that year.

3. That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the annual accounts on a going concern basis.

LISTING OF SHARES AND DEPOSITORIES

Your Company''s shares are listed on The BSE Limited (BSE) .Your Directors wish to state that the Equity Shares of your Company are compulsorily traded in the dematerialized form w.e.f.26/06/2000. Presently 67.67 % of Equity Shares which are held by Promoters are in electronic/dematerialized form.

PARTICULARS OF EMPLOYEES

None of the Employees were in receipt of remuneration for the year, which in aggregate was more than the limit prescribed under Section 217 (2A) read with the Companies (Particulars of Employees) Rules, 1975 as amended.

FIXED DEPOSITS

The Company has not accepted any Public Deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956 and Rules made there under, during the year under review.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. ETC.

The information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo requires to be disclosed as per Section 217(l)(e) of Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as under:-

* Energy Conservation: N A

* Technology Absorption: N.A.

* Foreign Exchange Earnings and Outgo : Nil

AUDITORS

(i) STATUTORY AUDITOR

The Statutory Auditors of your Company namely, M/s. Rasesh Shah & Associates, Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting, and have confirmed their eligibility and willingness to accept the office if re-appointed and are holding Peer Review Certificate issued by ''The Institute of Chartered Accountants of India''. The Company has received the Certificate from the Statutory Auditors as required under Sectionl41 (3) of the Companies Act, 2013. There is no qualification or observation made by the Statutory Auditors in their Audit Report. Pursuant to provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder, it is proposed to appoint M/s. Rasesh Shah & Associates, Chartered Accountant as Statutory Auditors of the Company from the conclusion of the ensuing AGM till the conclusion of 36th AGM to be held in the year 2017 subject to the Annual ratification by Members at the Annual General Meeting.

(ii) COST AUDITOR

Mr. Vipin Patel, Cost Accountant was appointed as Cost Auditor of the Company for the Financial Year 2013-14 to conduct Cost Audit of Real Estate "prepared in accordance with the Compliance Report prescribed under GSR NO. 429 (E) dated 03-06-2011 prescribing Companies (Cost Accounting Record) Rules, 2011.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement executed with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report and Certificate regarding compliance of conditions of Corporate Governance form an integral part of this Report and are set out as separate Annexure to this Report.

GREEN INITIATIVES

The Company has been transmitting Annual Report through electronic mode email to the shareholders who have preferred to receive Annual Report through electronic mode and initiated steps to reduce consumption of paper.

HUMAN RESOURCES

Humans are considered as one of the most critical resources in the business which can be continuously smoothened to maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company''s Polices and Systems. All personnel continue to have healthy, cordial and harmonious approach thereby enhancing the contributory value of the Company.

ACKNOWLEDGEMENT

Yours Directors record their appreciation for the valuable cooperation extended by Banks and concerned Government and other authorities.

Your Directors acknowledge the contribution made by the Company''s personnel at all levels.

For and on behalf of the Board For Megh Mayur Infra Limited

Place: Surat (Mitul Shah) Date: 23rd July, 2014 Chairperson and Managing Director

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Mar 31, 2013

To the Members,

The Company''s Directors are pleased to present the 32nd Annual Report along with the Audited Accounts for the year ended on 31st March, 2013.

FINANCIAL HIGHLIGHTS

During the year under review the Company has made a loss of Rs. 7,13,424/- (previous year loss of Rs. 3,59,728/-) after providing depreciation of Rs. NIL /- (previous year of Rs. NIL/-) and deferred tax of Rs. NIL/- (previous year 3,31,556/-

The Company is not having any Depreciable Assets hence no provision of Depreciation is made.

PROSPECTS

The Company is exploring various Sites for undertaking New Projects.

DIVIDEND

In view of accumulated losses incurred by the Company, the Board does not recommend any Dividend for the year ended 31st March, 2013.

MATERIAL CHANGES AND COMMITMENTS

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year of the Company 31st March, 2013 and the date of this Report.

DIRECTORS

In accordance with the Companies Act, 1956 and the Articles of Association of the Company, CA Mr.Jayant Pandya, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Accordingly his re-appointment forms part of the notice of ensuing Annual General Meeting.

CA Ms. Komal Savaiiya was co-opted on 4th April, 2013 as an Additional and Independent Director of the Company till the date of the Annual General Meeting. Directors recommend her appointment as Director of the Company liable to retire by rotation at the Annual General Meeting.

During the year under review Shri Jagdish Shah and Dr. Ramesh Patel have resigned as Directors of the Company on 22nd October, 2012. CA Ms Rikita Shah has also resigned on 4th April, 2013 as a Director of the Company. The Board places its deep appreciation of their contribution and services to the Company during their tenure as Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by sub-section (2AA) of section 217, of the Companies Act, 1956, Directors state:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That 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 loss of the company for that year.

3. That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the annual accounts on a going concern basis.

LISTING

The Equity Shares of the Company are listed at BSE Limited which provides wider access to the Investors Nationwide. The Company has made all compliances of Listing Agreement.

PARTICULARS OF EMPLOYEES

None of the Employees were in receipt of remuneration for the year, which in aggregate was more than the limit prescribed under Section 217 (2A) read with the Companies (Particulars of Employees) Rules, 1975 as amended.

FIXED DEPOSITS

The Company has not accepted any Public Deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956 and Rules made there under, during the year under review.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. ETC.

The information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo requires to be disclosed as per Section 217(l)(e) of Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as under:-

- Energy Conservation: N.A.

- Technology Absorption: N.A.

- Foreign Exchange Earnings and Outgo : Nil

AUDITORS

The Auditors, M/s. Rasesh Shah & Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re- appointment. The Company has received a certificate from them to the effect that their re-appointment as Statutory Auditors of the Company, if made, would be within the limit prescribed u/s 224(1) of the Companies Act, 1956 and also received peer review certificate issued by the ICAI ''Peer Review Board'' as required under Clause 49 of the Listing Agreement. The Board recommends appointment of M/s. Rasesh Shah & Associates as the Statutory Auditor of the Company for the next year.

MANANGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis (MD&A) is included in the Annual Repot as required in Clause 49 of the Listing Agreement.

CORPORATE GOVERNANCE

The Company has compiied with the requirements under the Corporate Governance reporting system. A detailed Compliance Report on Corporate Governance is annexed to this report. The Certificate from M/s. Shah Dholakia & Associates, Company Secretaries, certifying compliance of the conditions of Corporate Governance under Clause 49 of the Listing Agreement is also annexed to this report.

acknowledgement

Yours Directors record their appreciation for the valuable cooperation extended bv Banks and concerned Government and other authorities.

Your Directors acknowledge the contribution made by the Company''s personnel at all levels. For and on behalf of the Board

For Megh Mayur Infra Limited

Place: Surat (Mitul shah)

Date : 25 July, 2013 Chairman and Managing Director

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Mar 31, 2011

Dear Shareholder,

The Directors present herewith their 30th Annual Report together with the Audited Accounts for the year ended on 31st March, 2011.

FINANCIAL HIGHLIGHTS

During the year Company has made a loss of Rs.2,93,246/- (previous year loss of Rs.8,64,169/-) after providing depreciation of Rs.18,712/-(previous year of Rs.65,200/-) and deferred tax of Rs. -6,85,459/- ( previous year 7,640/-). '

DIVIDEND

In view of accumulated losses suffered by the Company , the Board do not recommend Dividend for the year ended 31st March,2011.

MATERIAL CHANGES AND COMMITMENTS

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2011 and the date of this Report.

DIRECTORS

In accordance with the Companies Act, 1956 and the Articles of Association of the Company, Mr. Jayant Pandya and Ms. Komal Savaiiya , Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Accordingly their re-appointment forms part of the notice of ensuing Annual General Meeting.

PROMOTER GROUP COMPANIES

Pursuant to the intimation received from Mr.Rajendra Shah and Mr.MituI Shah about the names of the Promoters Companies comprising the "Group " as defined in the Monopolies and Restrictive Trade Practices Act ,1969 , have been disclosed in the Annual Report of the company for the purpose of Regulation 3 (1)
M/s.Abhishek Apartments Pvt. Ltd, M/s. Abhyudaya Textiles Pvt. Ltd, M/s Bella app Pvt. Ltd, M/s.Bhavik Properties Pvt. Ltd, M/s. Darshna Apartment Pvt. Ltd, M/s. Dharmarth Construction Pvt. Ltd, M/s. Jasumati Properties Pvt. Ltd, M/s. Kamla Flats Pvt. Ltd, M/sKetan Properties Pvt. Ltd, M/s.Lalita Apartments Pvt Ltd, M/s. Manilal Properties Pvt Ltd, M/s Maulik Properties Pvt Ltd, M/s.Mayur Shops Pvt Ltd, M/s. Megh Mayur Reality Pvt Ltd, M/sMegna Apartment Pvt Ltd, M/s. Mitul Construction Pvt Ltd, M/sMituI Flats Pvt Ltd, M/s.MituI Hotels Pvt Ltd, M/s. Mitul Sanjay Holding Pvt Ltd, M/s.Mruga Properties Pvt Ltd, M/s. Nami Properties Pvt Ltd, M/s. Nutan Apartments Pvt Ltd, M/s. Poojan Properties Pvt Ltd, M/s. Prabhu Prathna Apartments Pvt Ltd.M/s.Prabhu Pratishtha Flats Pvt Ltd, M/s. Preeti Flats Pvt.Ltd, M/s.Rutvan Hotels Pvt Ltd, M/s. Sanjay Flats Pvt Ltd,M/s. Sarswat Properties Pvt Ltd, M/s. Sarthak Properties Pvt Ltd,M/s. Sarthi Properties Pvt Ltd, M/s. Sumeru Properties Pvt Ltd, M/s. Sumeru Textiles Pvt. Ltd, M/s.Sunish App. Pvt Ltd,M/s. Tribhavan Properties Pvt Ltd, M/s. Vandan Properties Pvt Ltd, M/s.Vasupujya Construction Pvt Ltd, M/s.Vimalnath Properties Pvt Ltd, M/s. Silver Arch Flats Pvt. Ltd, M/s.Shruti Park Pvt. Ltd, M/s. Sanskruti Flats Pvt. Ltd, M/s. Samarth Flats Pvt. Ltd, M/s.Samrat Apartments Pvt. Ltd., M/s. Sashwat Park Pvt. Ltd, M/s. Siddhchal Properties Pvt. Ltd.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm :

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the proper accounting policies have been selected and applied consistently and made 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 loss of the company for that year.

3. That the 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.

4. That the Accounts have been prepared on a going concern basis.

LISTING

The Equity Shares of the Company are listed at Bombay Stock Exchange Limited (BSE).

PARTICULARS OF EMPLOYEES

None of the Employees were in receipt of remuneration for the year, which in aggregate was more than the limit prescribed under Section 217 (2A) read with the Companies (Particulars of Employees) Rules, 1975 as amended.

FIXED DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

SPECIAL BUSINESS

As regards the items of the Notice of the Annual General Meeting relating to Special Business, the resolution incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approvals of members to the proposal. Your attention is drawn to this item and Explanatory Statement annexed to the Notice.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC.

The information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo requires to be disclosed as per Section 217(1)(e) of Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as under:

- Energy Conservation: N.A.

- Technology Absorption: N.A.

AUDITORS

M/s Rasesh Shah & Associates, Auditors of the Company, retire at the forthcoming Annual general meeting and being eligible offer themselves for reappointment. The Board recommend appointment of M/s. Rasesh Shah & Associates as the statutory auditor of the Company for the next year.

CORPORATE GOVERNANCE

The Company has complied with the requirements under the Corporate Governance reporting system. A detailed Compliance Report on Corporate Governance is annexed to this report. Certificate of Dholakia & Associates,

Company Secretaries certificate on compliance with the conditions of Corporate Governance under clause 49 of the Listing Agreement is also annexed to this report.

ACKNOWLEDGEMENT

Yours Directors record their appreciation for the valuable cooperation extended by Banks and concerned Government and other authorities.

Your Directors acknowledge the contribution made by the Company's personnel at all levels.

For and on behalf of the Board of Directors

Place: Surat (Mr. Mitul Shah)

Date : 30th May, 2011 Chairman and Managing Director

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Mar 31, 2010

Dear Shareholder,

The Directors present herewith their 29 Annual Report together with the Audited Accounts for the year ended on 31st March, 2010.

FINANCIAL HIGHLIGHTS

During the year, the Company has made a loss of Rs. 8,64,169/- (previous year loss of Rs.6,33,862 /-) after providing depreciation of Rs.65,200/-(previous year of Rs. 65,200/-) and deferred tax of Rs.7,640/- ( previous year 12,720/-).

PROSPECTS

Barring unforeseen circumstances, the Directors are confident that the Company will be able to achieve better results in the ensuing year.

DIVIDEND

In view of accumulated losses suffered by the Company , the Board do not recommend Dividend for the year ended 31st March,2010.

MATERIAL CHANGES AND COMMITMENTS

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2010 and the date of this Report.

DIRECTORS

In accordance with the Companies Act, 1956 and the Articles of Association of the Company, Mr. Jayant Pandya and Ms. Komal Savaliya, Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Accordingly their re- appointment forms part of the notice of ensuing Annual General Meeting. The Board of Directors at their meeting held on 29th October, 2009 have appointed Mr. Mitul Shah as Managing Director of the Company w.e.f. 1st November ,2009 for a period of five years subject to all necessary approvals including of Members of the Company.

PROMOTER GROUP COMPANIES

Pursuant to the intimation received from Mr.Rajendra Shah and Mr.Mitul Shah about the names of the Promoters Companies comprising the "Group " as defined in the Monopolies and Restrictive Trade Practices Act ,1969 , have been disclosed in the Annual Report of the company for the purpose of Regulation 3 (1) (e) of the SEBI( Substantial Acquisition of Shares and Takeovers ) Regulations, 1997.

M/s.Abhishek Apartments Pvt Ltd, M/s. Abhyudaya Textiles Pvt Ltd, M/s Bella app Pvt Ltd, M/s.Bhavik Properties Pvt Ltd, M/s. Darshna Apartment Pvt Ltd, M/s. Dharmarth Construction Pvt Ltd, M/s. Jasumati Properties Pvt Ltd, M/s. Kamla Flats Pvt Ltd, M/sKetan Properties Pvt Ltd, M/s.Lalita Apartments Pvt Ltd, M/s. Manilal Properties Pvt Ltd, M/s Maulik Properties Pvt Ltd, M/s.Mayur Shops Pvt Ltd, M/s. Megh Mayur Reality Pvt Ltd, M/sMegna Apartment Pvt Ltd, M/s. Mitul Construction Pvt Ltd, M/sMitul Flats Pvt Ltd, M/s.Mitul Hotels Pvt Ltd, M/s. Mitul Sanjay Holding Pvt Ltd, M/s.Mruga Properties Pvt Ltd, M/s. Nami Properties Pvt Ltd, M/s. Nutan Apartments Pvt Ltd, M/s. Poojan Properties Pvt Ltd, M/s. Prabhu Prathna Apartments Pvt Ltd,M/s.Prabhu Pratishtha Flats Pvt Ltd, M/s. Preeti Flats Pvt.Ltd, M/s.Rutvan Hotels Pvt Ltd, M/s. Sanjay Flats Pvt Ltd,M/s. Sarswat Properties Pvt Ltd, M/s. Sarthak Properties Pvt Ltd,M/s. Sarthi Properties Pvt Ltd, M/s. Sumeru Properties Pvt Ltd, M/s. Sumeru Textiles Pvt. Ltd, M/s.Sunish App. Pvt Ltd,M/s. Tribhavan Properties Pvt Ltd, M/s. Vandan Properties Pvt Ltd, M/s.Vasupujya Construction Pvt Ltd, M/s.Vimalnath Properties Pvt Ltd, M/s. Silver Arch Flats Pvt. Ltd, M/s.Shruti Park Pvt. Ltd, M/s. Sanskruti Flats Pvt. Ltd, M/s. Samarth Flats Pvt. Ltd, M/s.Samrat Apartments Pvt. Ltd., M/s. Sashwat Park Pvt. Ltd, M/s. Siddhchal Properties Pvt. Ltd.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm :

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the proper accounting policies have been selected and applied consistently and made 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 loss of the company for that year.

3. That the 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.

4. That the Accounts have been prepared on a going concern basis.

LISTING

The Equity Shares of the Company are listed at Bombay Stock Exchange Limited (BSE).

PARTICULARS OF EMPLOYEES

None of the Employees were in receipt of remuneration for the year, which in aggregate was more than the limit prescribed under Section 217 (2A) read with the Companies (Particulars of Employees) Rules, 1975 as amended.

FIXED DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

SPECIAL BUSINESS

As regards the items of the Notice of the Annual General Meeting relating to Special Business, the resolution incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approvals of members to the proposal. Your attention is drawn to this item and Explanatory Statement annexed to the Notice.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION ETC.

The information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo requires to be disclosed as per Section 217(l)(e) of Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as under:

- Energy Conservation: N.A.

- Technology Absorption: N.A.

- Foreign Exchange Earnings and Outgo : Nil

AUDITORS

M/s. R. S. Shah & Co., Chartered Accountants, resigned as auditors of the Company on 25th March,2010.Members at the extraordinary General meeting held on 30th April,2010,appointed M/s Rasesh Shah & Associates , Chartered Accountants as the Auditors in the casual vacancy caused by the resignation of M/s.R.S.Shah&Co.

M/s Rasesh Shah & Associates, Auditors of the Company, retire at the forthcoming Annual general meeting and being eligible offer themselves for reappointment. The Board recommend appointment of M/s. Rasesh Shah & Associates as the statutory auditor of the Company for the next year.

CORPORATE GOVERNANCE

The Company has complied with the requirements under the Corporate Governance reporting system. A detailed Compliance Report on Corporate Governance is annexed to this report. Certificate of Dholakia & Associates, Company Secretaries certificate on compliance with the conditions of Corporate Governance under clause 49 of the Listing Agreement is also annexed to this report.

ACKNOWLEDGEMENT

Yours Directors record their appreciation for the valuable cooperation extended by Banks and concerned Government and other authorities.

Your Directors acknowledge the contribution made by the Company's personnel at all levels.

For and on behalf of the Board of Directors

PLACE: Surat (Mr. Mitul Shah)

DATE: 11th August, 2010 Chairman. and Managing Director