Directors Report of Sindu Valley Technologies Ltd.

Mar 31, 2009

The Directors are pleased to present their Annual Report together with the audited statements of accounts for the year ended 31st March, 2009.

FINANCIAL HIGHLIGHTS:

Particulars For the years ended For the year ended March 31, 2009 March 31, 2008

Total Income 4,28,010/- 4,45,865/-

Profit before Depreciation 75,701/- 89,449/-

Less: Depreciation 0 0

Profit Before Taxation 75,701/- 89,449/-

Less: Provision for Income Tax 23,391/- 19,915/-

Provision for FBT 1,180/- 1,130/-

Profit After Tax 51,130/- 68,404/-

DIVIDEND

Directors have not declared any dividend.

YEAR UNDER RETROSPECT :

The Company earned a total income of Rs.4,28,010/- as against Rs.4,45,865/- in the previous year. Income by way of commission from I.T. activities was higher at Rs.3,50,824/- as against Rs.3,49,809/-. The Company earned the lower pre-tax profit of Rs.75,701/- for the year under review.

FUTURE PROSPECT :

Efforts are being made to increase the volume. Efforts are also being made to enter into other lucrative area of business.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to information and explanations provided to them, your Directors make the following statement, pursuant to Section 217 (2AA) of the Companies Act, 1956 that:

1. in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departure have been made from the same.

2. appropriate accounting policies have been selected and applied them consistently and 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 financial year March 31, 2009 and of the profit and of the Company for the year ended on that date;

3. proper and sufficient care has been taken 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. the annual accounts have been prepared on a 'going concern' basis.

DIRECTORS :

To Company with the requirement of the Companies Act, 1956 Mr. U. C. Shukla, Director, shall retire by rotation and being eligible, offers himself for reappointment.

CONSERVATION OF ENERGY, ETC :

Considering the activities of the Company the provisions of Section 217(l)(e) of the Companies Act, 1956 is not application. The Company has not earned nor spent any foreign exchange during the year.

EMPLOYEES:

None of the employees was in receipt of a remuneration exceeding Rs.2,00,000/- per month or Rs.24,00,000/- per annum. Hence, information as required in pursuance of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not furnished.

COMPLIANCE CERTIFICATE :

The Company has received a Compliance Certificate under the Provisions of Section 383 A of the Companies Act, 1956, and the same is attached.

AUDITORS' REPORT :

Notes to the account gives full explanation to the remarks made by auditors in their report.

AUDITORS :

Sanklecha & Company, Statutory Auditors of the Company, will retire at the forthcoming Annual General Meeting. They are eligible for reappointment.

Members are requested to appoint Auditors for the current financial year and fix their remuneration.

ACKNOWLEDGMENT:

Your Directors wish to thank its clients and shareholders for the unstinted support.

On behalf of the Board of Directors

(U. C. SHUKLA)

CHAIRMAN

Place : Mumbai.

Date : 22nd June 2009