Directors Report of Veerhealth Care Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in submitting the 23rd Annual Report of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

Particulars 31st March 2015 31st March 2014 (Amount in "000") (Amount in "000")

Total Income 18,205 35,256

Net Profit Before Tax 1579 388

Less: Provision For Tax 1011 131

Profit After Tax 568 257

Add: Balance In Profit & Loss c/fd (7,615) (7,556)

Add: Transfer From General Reserve Nil Nil

APPROPRIATIONS

Prior Period Adjustment Nil Nil

General Reserve Nil Nil

Provisions Written Back Nil Nil

Balance C/F. (7,047) (7,615)

DIVIDEND

In view of inadequate profit during the year, the directors do not recommend any dividend on equity shares for the year ended on 31st March, 2015.

OPERATIONS

The production in Tablet and Liquid section has started in full swing. The company has tied up with various stockists and distributors during the year to market its products. The company has also undertaken contracts for third party manufacturing during the year. Company also participated in Vibrant Gujarat Ayurveda World Expo, 2015, and Surat Municipal Corporation Fair for Herbal Products which has created awareness of its products in the market. The company has procured machinery for in-house ointment manufacturing. Installation of the same is on the verge of completion. The Company is in the process of obtaining all the mandatory permissions and approvals applicable to manufacture vegetarian capsules. The company has made arrangements and entered into MOU with various distributors, marketing and advertising agencies. Website of the company is fully functional for selling products online.

CORPORATE GOVERNANCE

Your Company has complied with the mandatory requirements of clause 49 of the listing agreement entered into with the Stock Exchange regarding Corporate Governance for the Financial Year 2014-2015. The compliance report along with Auditors Certificate is provided in the Corporate Governance Report.

PERFORMANCE

The turnover of the Company for the year under review is Rs. 133.04 Lakhs as against Rs. 298.82 Lakhs in the previous year. Your Directors are hopeful to improve the growth rate in turnover and profitability in current year.

Net Profit before tax for the year under review is Rs. 15.79 Lakhs as against Rs. 3.88 Lakhs in the previous year. Net Profit after tax and other provisions is at Rs. 5.68 Lakhs as against Rs. 2.57 Lakhs in the previous year.

FUTURE PROSPECTS

The company, currently advertising in the print media is planning to deploy funds towards advertising on television, radio and other viable sources as well. The company shall also focus on strengthening the distribution network. The company shall research and add new range of products as per the market demand. The company also plans to sell its products internationally.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, members approved the appointments of Mr. Arvind M. Shah, Dr. Dharnendra B. Shah and Mr. Mitesh J. Kuvadia as Independent Directors who are not liable to retire by rotation. Members have re-appointed Mr. Bhavin S. Shah as the Managing Director, Mr. Yogesh M. Shah as director and appointed Ms. Shruti Y. Shah as whole-time director, designated as executive director.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the stock exchanges, the Board has carried out an annual performance evaluation of its own performance, and of the directors individually, as well as the evaluation of its Compliance committees. The manner in which the evaluation has been carried out has been explained in detail in the Corporate Governance Report, which forms part of this Annual Report.

The following policies of the Company are annexed to this report:

1) Policy for selection of Directors and determining Directors independence (Annexure I); and

2) Remuneration Policy for Directors, Key Managerial Personnel and other employees (Annexure II).

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

No company has become/ceased to be a subsidiary, joint venture or associate during the financial year 2014-15.

DIRECTORS' RESPONSIBILITY STATEMENT Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 as at March 31, 2015 and of the Profit and Loss of the Company for the year ended on that date;

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

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

e) 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

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Directors draw attention of the members to Note 45 to the financial statement which sets out related party disclosures.

AUDITORS & AUDITORS' REPORT

M/s. Jayesh R. Shah & Co., Chartered Accountants, Mumbai, holds office till the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

The Board has appointed Mr. Ravindra V. Joshi, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DISCLOSURES Audit Committee

The Audit Committee comprises of three Independent Directors namely Mr. Arvind M. Shah (Chairman), Dr. Dharnendra B. Shah (Member) and Mr. Mitesh J. Kuvadia (Member). All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, comprises of senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee.

Meetings of the Board

Four meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided are provided in the notes to the Financial Statements.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

There was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is to be regarded as Nil. The Company has not entered into any technology transfer agreement.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith marked as Annexure IV to this Report.

Particulars of Employees and related disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith marked as Annexure V to this Report.

No disclosure or reporting is required in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as there are no employees drawing remuneration in excess of the limits set out in the said rules.

Corporate Social Responsibility

The Company is not required to constitute Corporate Social Responsibility Committee in terms of the provisions of Section 135 and hence not constituted.

Material Changes and Commitments

There has been no material changes and commitment 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.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

By Order of the Board of Directors For Veerhealth Care Limited

Sd/- Sd/- Bhavin S. Shah Yogesh M. Shah Managing Director Director Place: Mumbai Date: 14th August, 2015

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in submitting the 22nd Annual Report along with the Audited Balance Sheet and Profit and Loss A/c for the year ended 31st March, 2014.

FINANCIAL RESULTS (In Thousands)

Particulars 31st March 2014 31st March 2013 (Amount in "000") (Amount in "000")

Turnover 35,256 31,601

Net Profit Before Tax 388 54

Less: Provision For Tax 131 (8)

Profit After Tax 257 63

Add: Balance In Profit & Loss c/fd (7,556) (7,618)

Add: Transfer From General Reserve Nil Nil

APPROPRIATIONS

Prior Period Adjustment Nil Nil

General Reserve Nil Nil

Provisions Written Back Nil Nil

Balance C/F. (7,615) (7,556)

DIVIDEND

In view of inadequate profit during the year, the directors do not recommend any dividend on equity shares for the year ended on 31.3.2014.

OPERATION

The Company has started its operation in to Ayurvedic Pharmaceuticals products during the year. It has already deployed fund for the set up of aryuvedic medicine manufacturing plant, by the end of July 2014 plant would be ready for carrying out operations. The machinery procurement and installation for Tablet & Liquid Division is complete and for Powder and Ointment Division is on the verge of completion. The Company has applied for the Manufacturing License in its name for manufacturing ayurvedic drugs. The production is expected to start in full swing by the second half of the year 2014-15.The company has also obtained all the mandatory permissions and approvals applicable to its nature of business from various agencies. The Company has adopted all the accounting standards applicable to the company. The Company has made arrangements and entered in to MOU for Research and development with various parties and companies.

CORPORATE GOVERNANCE

In order to enhance customer satisfaction and stakeholder value, your Company continues to benchmark its Corporate Governance practices that are best. Your Company has complied with the mandatory requirements of clause 49 of the listing agreement entered into with the Stock Exchanges regarding the Corporate Governance for the Financial Year 2013 - 14. The compliance report along with Auditors Certificate is provided in the Corporate Governance Report annexed to this report.

AUDITORS

M/s. Jayesh R. Shah & Co., Chartered Accountants, retires from the office of auditor of the Company and being eligible, offer them for reappointment.

DEMATERIALISATION

As the Members are aware your company shares are tradable compulsorily in electronic format your company has established connectivity with the depositories with National Securities Depository Limited (NSDL), and Central Depository Services (India) Limited (CDSL). In view of enormous advantages offered by the Depository system, Members are requested to avail the facility of dematerializations of the Company''s Shares on depositories as aforesaid.

FUTURE PROSPECTS

Once the company has started its manufacturing operations at its Plants situated at Changodar, Ahmedabad, The Company is expecting to run its healthcare business in full swing by the end of 2014-2015. The Company has already applied for registration of few products. It has partnered with few sources for procurement of raw material on long term basis. The company management is looking forward towards advertising its products massively through various media to capture the market. The company is also planning to make available an online store on its website and also sell through various distribution channels and retail stores for enabling customers to buy its products conveniently. The company also plans for carrying out research and product development activities on an on-going basis. It also plans to set up facilities for clinical testing.

PARTICULAR REQUIRED TO BE FURNISHED BY THE COMPANIES (DISCLOSURE OF PARTICULAR IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

1) Parts A and B pertaining to conservation and technology absorption N.A.

2) Foreign exchange earning & outgoing

A) Foreign exchange earnings Rs. NIL

B) Foreign exchange out-goings Rs. NIL

PARTICULARS OF EMPLOYEES

Information as per section 217(2) of the Companies Act, 1956 read with Companies (particular of employees) Rules, 1975, is not applicable as none of the employees have earned an aggregate remuneration in excess of the limit specified in the section.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO NEW SEC.217 (2AA) OF THE COMPANIES ACT 1956

As required under the added sec.217 (2AA), the Directors state as under.

1) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

2) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit or loss of the Company for the year.

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

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

ACKNOWLEDGEMENTS: The Directors wish to place on record their appreciation of the co-operation and assistance received from the company''s shareholders, executive and staff in helping the company to achieve its goals.

Place :- Mumbai By the order of the Board of Directors Date :- 30th May, 2014 For Veerhealth Care Limited

Sd/- Bhavin Shah Managing Director

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in submitting the 21st Annual Report along with the Audited Balance Sheet and Profit and Loss A/c for the year ended 31st March, 2013.

FINANCIAL RESULTS (In Thousands)

Particulars 31st March 2013 (Amount in "000 ") 31st March 2012 (Amount in "000")

Turnover 31601 17078

Net Profit Before Tax 54 2081

Less: Provision For Tax (8) 626

Profit After Tax 62 1455

Add: Balance In Profit & Loss c/fd (7618) (9128)

Add: Transfer From General Reserve Nil Nil

APPROPRIATIONS Nil 54

Prior Period Adjustment Nil Nil

General Reserve Nil Nil

Provisions Written Back (7556) (7618)

Balance C/F.



DIVIDEND

In view of inadequate profit during the year, the directors do not recommend any dividend on equity shares for the year ended on 31.3.2013.

OPERATION

The Company has started its operation in to Pharma products during the year. The Company had changed its main objects in the year 1998 and accordingly changed its name from Niyati Leasing Ltd. to Niyati Industries Limited. Though it could not start activities in pharma field for a long due to various reasons. During the year, the Company has made preferential issue and now it has decided to start manufacturing activities at Ahmedabad. It has already deployed fund for the Factory and construction work is going on. The machinery installation is expected to be completed and production to start by the second half of the year 2013-14. Till then the Company has already started trading activities in pharma products The Company has adopted all the accounting standards applicable to the company.

CORPORATE GOVERNANCE

In order to enhance customer satisfaction and stakeholder value, your Company continues to benchmark its Corporate Governance practices that are best.

Your Company has complied with the mandatory requirements of clause 49 of the listing agreement entered into with the Stock Exchanges regarding the Corporate Governance for the Financial Year 2012 - 13. The compliance report along with Auditors Certificate is provided in the Corporate Governance Report annexed to this report.

DIRECTORS

Mr. Arvind M Shah and Mr. Jayant Shah retire by rotation but eligible, offer themselves for reappointment.

Mr. Ravindra V Joshi has resigned from the post of Directorship w.e.f. 29th November, 2012.

Mr. Bhavin S Shah has been appointed as Managing Director of the company subject to approval from Annual general meeting w.e.f. from 22nd May, 2013.

Dr. Dharnendra B Shah & Mr. Vivek D. Shah have been appointed as an Independent Non- Executive Director of the company,

w.e.f. 22nd May, 2013 and Mr. Jigar J. Shah & Mr. Akshay Shah have resigned from the post of Directorship, w.e.f. 22nd May, 2013.

AUDITORS

M/s. Jayesh R. Shah & Co., Chartered Accountants, retires from the office of auditor of the Company and being eligible, offer them for reappointment.

DEMATERIALISATION

As the Members are aware your company shares are tradable compulsorily in electronic format your company has established connectivity with the depositories with National Securities Depository Limited (NSDL), and Central Depository Services (India) Limited (CDSL). In view of enormous advantages offered by the Depository system, Members are requested to avail the facility of dematerializations of the Company''s Shares on depositories as aforesaid.

FUTURE PROSPECTS

The Company is planning to develop its own manufacturing unit to manufacture pharma products at Ahmedabad. During the year also it has tie up with many companies in this field. The Company is expecting to run its pharma business in full swing by the end of 2013-14. The Company has already registered 27 products and in process to register few more. The Company has already deploy the fund towards construction of factory and factory work is going on in full swing at Ahmedabad, meanwhile company has tie up with some party for procurement of raw material on long term basis.

PARTICULAR REQUIRED TO BE FURNISHED BY THE COMPANIES (DISCLOSURE OF PARTICULAR IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

1) Parts A and B pertaining to conservation and technology N.A absorption

2) Foreign exchange earning & outgoing

A) Foreign exchange earnings Rs. NIL

B) Foreign exchange out-goings Rs. NIL

PARTICULARS OF EMPLOYEES

Information as per section 217(2) of the Companies Act, 1956 read with Companies (particular of employees) Rules, 1975, is not applicable as none of the employees have earned an aggregate remuneration in excess of the limit specified in the section.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO NEW SEC.217 (2AA) OF THE COMPANIES ACT 1956

As required under the added sec.217 (2AA), the Directors state as under.

1) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

2) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit or loss of the Company for the year.

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

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

ACKNOWLEDGEMENTS: The Directors wish to place on record their appreciation of the co-operation and assistance received from the company''s shareholders, executive and staff in helping the company to achieve its goals.

Place : - Mumbai By the order of the Board of Directors

Date : - 22nd May, 2013 For Niyati Industries Limited

SD/-

Jayant Shah Director

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Mar 31, 2012

The Directors have pleasure in submitting the Twentieth Annual Report along with the Audited Balance Sheet and Profit and Loss A/ c for the year ended 31st March, 2012.

FINANCIAL RESULTS (In Thousands)

Particulars 31st March 2012 (Amount in "000") 31st March 2011 (Amount in "000")

Turnover 17078 20054

Net Profit Before Tax 2081 (11739)

Less: Provision For Tax 626 439

Profit After Tax 1455 (12178)

Add: Balance In Profit & Loss (9128) 3257

Add: Transfer From General Reserve Nil NIL

APPROPRIATIONS

54 207 Prior Period Adjustment_

General Reserve Nil NIL

Nil NIL

Provisions Written Back

Balance C/F. (7618) (9128)

DIVIDEND

In view of losses during the year, the directors do not recommend any dividend on equity shares for the year ended on 31.3.2012.

OPERATION

The major operations of the company are in the field of Share Investment & Share Trading. The depression and liquidity crunch in capital market affected company's operations very badly, which has resulted in very low profitability.

Your Company has almost settled all the previous outstanding, claims and law suits pending with various authorities. Your Company is searching for good business opportunities. Considering the barrier market conditions the company has invested the fund in inter corporate deposits and short term loans. The Company has adopted all the accounting standards applicable to the company.

CORPORATE GOVERNANCE

In order to enhance customer satisfaction and stakeholder value, your Company continues to benchmark its Corporate Governance practices that are best.

Your Company has complied with the mandatory requirements of clause 49 of the listing agreement entered into with the Stock Exchanges regarding the Corporate Governance for the Financial Year 2011 - 12. The compliance report along with Auditors Certificate is provided in the Corporate Governance Report annexed to this report.

DIRECTORS

Mr. Akshay B Shah and Mr. Jigar J Shah retire by rotation but eligible, offer themselves for reappointment.

AUDITORS

M/s. Jayesh R. Shah & Co., Chartered Accountants, retires from the office of auditor of the Company and being eligible, offer them for reappointment.

DEMATERIALISATION

As the Members are aware your company shares are tradable compulsorily in electronic format your company has established connectivity with the depositories with National Securities Depository Limited (NSDL), and Central Depository Services (India) Limited (CDSL). In view of enormous advantages offered by the Depository system, Members are requested to avail the facility of dematerializations of the Company's Shares on depositories as aforesaid.

FUTURE PROSPECTS

The Company is presently engaged in business of Trading, investments and dealing in securities. In the last year it had diversified into the business of infrastructure development, but it requires a huge finance and Company could not get the required finance.

PARTICULAR REQUIRED TO BE FURNISHED BY THE COMPANIES (DISCLOSURE OF PARTICULAR IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

1) Parts A and B pertaining to conservation and technology N.A absorption

2)Foreign exchange earning & outgoing

A) Foreign exchange earnings Rs. NIL

B) Foreign exchange out-goings Rs. NIL

PARTICULARS OF EMPLOYEES

Information as per section 217(2) of the Companies Act, 1956 read with Companies (particular of employees) Rules, 1975, is not applicable as none of the employees have earned an aggregate remuneration in excess of the limit specified in the section.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO NEW SEC.217 (2AA) OF THE COMPANIES ACT 1956

As required under the added sec.217 (2AA), the Directors state as under.

1) That in the preparation of the annual accounts, the applicable accounting standards have been followed

2) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit or loss of the Company for the year.

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

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

ACKNOWLEDGEMENTS: The Directors wish to place on record their appreciation of the co-operation and assistance received from the company's shareholders, executive and staff in helping the company to achieve its goals.

Place : - Mumbai For Niyati Industries Limited

Mumbai: 16th July, 2012. Sd/ Jayant Shah Director

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Mar 31, 2010

The Directors have pleasure in submitting the Eighteenth Annual Report along with the Audited Balance Sheet and Profit and Loss A/c for the year ended 31st March, 2010.

FINANCIAL RESULTS (In Thousands)

Particulars 31st March 2010 (Amount in "000") 31st March 2009 (Amountin "000")

Turnover 66776 587

Net Profit Before Tax 1509 144

Less: Provision For Tax 155 34

Profit After Tax 1353 110

Add: Balance In Profit & Loss c/fd 1903 1793

Add: Transfer From General Reserve NIL NIL

APPROPRIATIONS

NIL NIL

Prior Period Adjustment NIL NIL

General Reserve NIL NIL

Provisions Written Back 3257 1903

Balance C/F.



DIVIDEND

In view of losses during the year, the directors do not recommend any dividend on equity shares for the year ended on 31.3.2010.

OPERATION

The major operations of the company are in the field of Share Investment & Share Trading. The depression and liquidity crunch in capital market affected company’s operations very badly, which has resulted in very low profitability.

Your Company has settled the accounts with Gujarat State Financial Corporation and started paying their dues in installments. The Company wanted to start business in the field of infrastructure but it has dropped its plan for the time being because it needs a huge investments. On the past, leasing business front, the Company has continued its efforts with its legal proceedings for recovery of its dues, hence it can not be written off. Of the own assets, Wind Turbine Generator, the Company has almost won the case against the insurance company for its claim against destroyed wind turbine machineries, the amount is yet to be worked out but the case is in favour of the Company. the Company can not write off the same as the legal proceedings are going on against the Insurance Company. The adjustment shall be made in the books of accounts on finalization of the legal suit which is in the last stage.

CORPORATE GOVERNANCE

In order to enhance customer satisfaction and stakeholder value, your Company continues to benchmark its Corporate Governance practices that are best.

Your Company has complied with the mandatory requirements of clause 49 of the listing agreement entered into with the Stock Exchanges regarding the Corporate Governance for the Financial Year 2009 - 10. The compliance report along with Auditors Certificate is provided in the Corporate Governance Report annexed to this report.

DIRECTORS

Mr. Ravindra V. Joshi retire by rotation but eligible, offer themselves for reappointment. Mr. Akshay B. Shah. Mr. Jayant S. Shah & Mr. Jigar J. Shah were appointed as an Additional Directors. By virtue of the provision of section 260 of the Companies Act, 1956 Article 86 of the Articles Association of the Company, they hold office as an Additional Directors up to the date of ensuing Annual General Meeting of the Company.

The Company has received notices in writing from members of the Company along with required deposit, proposing the candidature of Mr. Akshay B.Shah, Mr. Jayant S. Shah & Mr. Jigar J. Shah of the office of Director under the provisions of section 257 of the Companies Act, 1956.

Mr. Yogesh M. Shah, Dr. D.B. Shah & Mr. Prakash C. Shah resigned during the year. Board takes on record its sincere appreciation for the services rendered by them during their tenure as Directors of the Company.

AUDITORS

M/s. Jayesh R. Shah & Co., Chartered Accountants, retires from the office of auditor of the Company and being eligible, offer themselves for reappointment.

DEMATERIALISATION

As the Members are aware your company shares are tradable compulsorily in electronic format your company has established connectivity with the depositories with National Securities Depository Limited (NSDL), and Central Depository Services (India) Limited (CDSL) . In view of enormous advantages offered by the Depository system, Members are requested to avail the facility of dematerializations of the Company’s Shares on depositories as aforesaid.

FUTURE PROSPECTS

The Company is presently engaged in business of Trading, investments and dealing in securities. In the last year it had diversified into the business of infrastructure development, but it requires a huge finance and Company could not get the required finance.

PARTICULAR REQUIRED TO BE FURNISHED BY THE COMPANIES (DISCLOSURE OF PARTICULAR IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

1) Parts A and B pertaining to conservation and technology N.A absorption

2) Foreign exchange earning & outgoing

A) Foreign exchange earnings Rs. NIL

B) Foreign exchange out-goings Rs. NIL

PARTICULARS OF EMPLOYEES

Information as per section 217(2) of the Companies Act, 1956 read with Companies (particular of employees) Rules, 1975, is not applicable as none of the employees have earned an aggregate remuneration in excess of the limit specified in the section.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO NEW SEC.217 (2AA) OF THE COMPANIES ACT 1956

As required under the added sec.217 (2AA), the Directors state as under.

1) That in the preparation of the annual accounts, the applicable accounting standards have been followed

2) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit or loss of the Company for the year.

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

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

ACKNOWLEDGEMENTS: The Directors wish to place on record their appreciation of the co-operation and assistance received from the company’s shareholders, executive and staff in helping the company to achieve its goals.

By order of the Board of Directors For Niyati Industries Limited

SD/- Chairman

Place : - Mumbai Mumbai : 24th August, 2010