Directors Report of Osian Industries Ltd.

Mar 31, 2009

The Directors are pleased to presenting the Sixteenth Annual Report and Audited Accounts for the year ended March 31, 2009.

Financial Results

(Rs. in Lacs)

31st March, 2009 31st March, 2008

Total Income 954.70 996.06

Total expenditure 928.13 983.93

Operating profit (PBIDT) 26.57 (12.13)

Depreciation 8.25 34.45

Net Profit before Taxation/Prior period Adjustment 18.32 (22.32)

Provision for Tax Nil Nil

Deferred Tax Nil Nil

Profit after Taxation Nil Nil

Add Balance Brought forward from previous year 80.75 103.07

Amount available for appropriation Nil Nil

Less: Proposed Dividend Incl. Tax Nil Nil

Balance carried to Balance Sheet 99.07 80.75

Results of Operations

During the year under review, total revenue was Rs.954.70 lacs as compared to Rs.996.06 lacs in the previous year in which there is decrease of 4.15% and operating profit at Rs.18.32 lacs as compared to Rs. (22.32) lacs in the previous year.

Dividend

In the view of conservative policy of the Management and the plough back the profits earned, your directors don't recommend and dividend for the year under review.

Management Discussions & Analysis Report

The recession across the world economy more particularly in automobile sector. The more particularly plan has to be kept on the hold until the scenario changes globally for the Company's product.

Company is planning to give more emphasis on trading only for the time being.

The industry outlook seems to be lack lustre for the coming two years and hence the management is of the view to lookout for growth business in diversification.

Once the feasibility study is carries out and plans are frozen the company will intimate the shareholders.

Corporate Governance

Your Company has been fully compliant with the SEBI Guidelines on Corporate Governance, which have been incorporated in Clause 49 of the Listing Agreement with the Stock Exchanges. A detailed report on the subject forms part of this Report.

The Statutory Auditors of the company have examined the Company's compliance, and have certified the same, as required under SEBI Guidelines,. Such certificate is reproduced as part of this Report.

A Management Discussion and Analysis Report covering a wide range of issues relating to performance, outlook etc., is given as a part of this Report.

Fixed Deposits

Your company has not accepted any fixed deposits and, as such, no amount of principal of interest was outstanding as of the balance sheet date.

Directors

Mr. Jaysukh Gondalia and Mr. Babubhai Patel retires by rotation at the forthcoming Annual General Meeting. Mr. Jaysukh Gondalia and Mr. Babubhai Patel has offered himself for reappointment. The necessary resolution is being placed before the members for approval of re-appointment of Mr Jaysukh Gondalia and Mr. Babubhai Patel.

Auditors

The existing auditors M/s. C K Vyas & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have shown their willingness for re-appointment as the auditors of the Company.

The Board has obtained the confirmation from M/s. C K Vyas & Co., Chartered Accountants for their eligibility and willingness to be appointed as the Statutory Auditors of the Company. A proposal seeking their appointment is provided as a part of the Notice of the ensuing Annual General Meeting.

The comments by the Auditors in their Report are self explanatory and in the opinion of the Board, do not required any further clarifications.

Secretarial Audit

As Directed by Securities Exchange and Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by a Practicing Company Secretary. The results of Secretarial Audit were satisfactory.

Directors' Responsibility Statement

Pursuant to the provisions under Section 217 (2AA) of the Companies Act, 1956, Directors confirm that:-

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) They have 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 of the Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in the 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;

d) They have prepared the annual accounts on a going concern basis.

Particulars of Employees:

Pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of the Employees) Rules, 1975 details of the personnel drawing salary or commission, which exceeds the limit set out in the above section is attached herewith.

Statutory Disclosure

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is as under:

A. Conservation Of Energy:

The operations of the Company are not energy intensive. However, energy conservation measures are being taken for regular preventive maintenance of all equipments. This enhances productivity and efficiency of the equipment resulting in power saving.

B. Technology Absorption:

As the Company has not acquired and technology, the question of absorption of technology does not apply to the Company.

C. Foreign Exchange Earnings and Outgo:

Total Foreign Exchange earnings and outgo during the year.

FOB Value of Exports : Nil

CIF Value of Imports : Nil

Expenditure in foreign currency : Nil

Appreciation

The Directors wish to express their appreciation of the continued co-operation of the Bankers, Customers, Dealers and Suppliers and also the valuable assistance and advice received from major shareholders, the employees for their contribution, support, and continued co-operation through the year.

For and on behalf of the Board

Place : Rajkot Jaysukh Ravajibhai Gondalia

Date : 28.08.2009 Chairman