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Directors Report of Magna Colors Ltd.

Mar 31, 2011

The Directors have pleasure in presenting the Annual Report together with the Audited Accounts of the company for the year ended 31st March 2011

FINANCIAL MATTERS:

March 2011 March 2010

Total Income 165000 0

Total Expenses 93420 8989

Profit Before Depreciation & Tax 71580 (8989)

Depreciation 0 0

Provision for Tax 24330 NIL

Profit / Loss After Tax 47250 (8989)

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

1. The financial statements are prepared in accordance with the applicable Accounting Standards and the provisions of the Companies Act, 1956 with proper explanation relating to material departures, if any.

2. The Accounting policies as required have been followed by the Company and the judgments & estimates that are reasonable and prudent have been made so as to reflect a "true and fair view" of the financial statements of the Company at the end of the financial year and of the Profit of the Company for the year ended on that date.

3. The financial statements have been prepared on a going concern basis.

4. The Directors had taken proper & sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the company and for preventing & detecting fraud & other irregularities.

DIVIDEND

To augment the resources, your Directors do not recommend the dividend.

DIRECTORS

Director of the company is retiring by rotation and being eligible, offer himself for reappointment, Board recommends his reappointment.

FIXED DEPOSITS

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

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

The provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules 1988, as amended are not applicable to the Company, as there are no employees whose remuneration is in excess of the limits prescribed.

AUDITORS

The Auditors M/s. Soumitro Mukherjee & Co., Chartered Accountants of the Company retire at this Annual General Meeting and being eligible, are recommended their reappointment as auditors of the company for the period from the conclusion of this Annual General Meeting up to the date of the next Annual General Meeting.

AUDITORS REPORTS

The observations of the Auditors in their Report and Notes attached to the accounts to the accounts are Self - Explanatory and do not require any further clarifications.

LISTING

Equity Shares of the company are listed on the Bombay Stock Exchange Limited (BSE). Company has paid the annual listing fees for the year 2011-12 to the Exchange. Presently Shares of the company are suspended on the Exchange.

FOREIGN EXCHANGE EARNINGS & OUTGO

The company has not earned any foreign exchange or incurred any foreign exchange outgo.

ACKNOWLEDGEMENT

All the Directors would like to express their grateful appreciation for the sincere co-operation received from all the people concerned during the year under report.

BY ORDER OF THE BOARD OF DIRECTORS

Sd/-

(CHAIRMAN)

DATE: 05/09/2011.

PLACE: Mumbai

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