Directors Report of Triliance Polymers Ltd.

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Seventh Annual Report of the Company together with the Audited statement of accounts for the year ended 31st March, 2010.

Amount in Rupees

FINANCIAL HIGHLIGHTS 2009-2010 2008-2009

Profit before Tax 2,50,010 2,46,357

Less : Provision for Taxation (79,075) (76,332)

Less : Debit of earlier year ---- 210

Profit after Tax 1,70,935 1,69,815

Less : Proposed Dividend (72,000) (72,000)

Tax on Dividend distribution (12,236) (12,236)

86,699 85,579

ADD : Surplus in Profit and Loss Account

brought forward from the previous year 11,67,691 10,82,112

Balance carried forward to Balance Sheet 12,54,390 11,67,691

DEPOSITS : The Company has not accepted any deposits from the public.

DIVIDEND : The Directors are pleased to recommend a final dividend of 3% on the

paid-up share capital of the company.

DIRECTORATE : In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Anthony Castelino, Director of the Company retires by rotation and being eligible offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

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

- That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

- That the Directors have selected appropriate accounting policies and have 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 as at March 31, 2010 and of the Profit of the Company for the year ended on that date;

- That the 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;

- That the annual accounts have been prepared on a going concern basis.

REGD OFF : Rahejas, Corner of Main Avenue & V P Road, Santacruz West, Mumbai 400 054.

PARTICULARS OF: The information required to be published under the provisions of EMPLOYEES Section 217(2A) of the Companies Act, 1956 read with Companies

(Particulars of Employees) Rules, 1975 as amended have not been annexed to this report as no employees employed throughout the year were in receipt of remuneration aggregating to Rs.24,00,000/- per annum or Rs. 2,00,000/- per month when employed for part of the year.

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

1. Parts A & B pertaining to conservation of energy and technology absorption are not applicable to the company.

2. Foreign Exchange earnings and outgoing – The Company has neither used nor earned any foreign exchange during the period under review.

COMPLIANCE CERTIFICATE

As required by proviso to Section 383A(1) of the Companies Act, 1956, read with the Companies (Compliance Certificate) Rules 2001, compliance certificate obtained from Mr. J T Bathija, a Secretary in whole-time practice is annexed herewith.

APPOINTMENT OF COMPANY SECRETARY

Shareholders are requested to appoint a Company Secretary in practice for issuing the Compliance Certificate as required under the Companies Act, 1956.

AUDITORS : Shareholders are requested to appoint Auditors and fix their

remuneration. Messrs. K. L. THACKER & ASSOCIATES, Auditors of the Company will retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

ON BEHALF OF THE BOARD

Sd/- Sd/-

(A. UNNIKRISHNAN) (ANTHONY CASTELINO)

Director Director

PLACE : MUMBAI

DATED : 1st September, 2010