Directors Report of Magnum Ltd.

Mar 31, 2015

Dear Members,

The Directors feel pleasure in presenting their 23rd Annual Report together with the Audited Statements of accounts for the Financial Year ended on 31st March, 2015.

1. FINANCIAL RESULTS:

During the year under review, the Company has shown notable performance. The extracts of financial results 2014-15 are as under:

(Rs. In Lacs)

Particulars Standalone

Current Previous Year Year 2014-15 2013-14 Rs. Rs.

Sales & Other Income - 10.43

Financial Expenses - -

Depreciation 0.06 0.12

Profit / (Loss) Before Taxation (520.58) 1.43

Provision for Income Tax 0.01 0.25

Provision for Deferred Tax 0.20 0.19

Profit after Taxation (520.79) 0.99

Appropriation for Interim Dividend and Tax - - thereon

Transfer to General Reserve - -

Surplus brought forward (39.49) (40.48)

Balance Carried to Balance Sheet (560.29) (39.49)

Particulars Consolidated

Current Previous Year Year 2014-15 2013-14 Rs. Rs.

Sales & Other Income 0.19 10.48

Financial Expenses -

Depreciation 0.06 0.12

Profit / (Loss) Before Taxation (520.58) 0.67

Provision for Income Tax 0.02 0.18

Provision for Deferred Tax 0.20 0.03

Profit after Taxation (520.84) 0.46

Appropriation for Interim Dividend and Tax - - thereon

Transfer to General Reserve - -

Surplus brought forward (40.02) (40.48)

Balance Carried to Balance Sheet (520.84) (39.49)

2. OPERATIONS:

During the year, the company has not carried out any revenue generating activities due to unfavourable business conditions and huge losses incurred during the year.

3. DIVIDEND:

During the year, due to heavy losses, company does not recommend any Annual Dividend.

4. FINANCE

A. DEPOSITS AND LONG TERM BORROWINGS:

During the year, Company has not accepted any Deposits or long term borrowings from any party.

B. RELATED PARTIES TRANSACTIONS

During the year, Company has not entered in to any related party transactions as defined under section 188 of Companies Act 2013 and hence no relevant disclosure irrelevant section.

5. SUBSIDIARIES AND JOINT VENTURE

The Company has three subsidiary companies:

1. Bluebell Trexim Limited

2. Skysail Vincom Limited

3. Trilokesh Vincom Limited

6. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134[3) of the Companies Act, 2013, in relation to the Financial Statements for FY 2014-15, the Board of Directors states that:

a) in preparation of the annual accounts, the applicable accounting standards have been followed and there are no 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 on 31st March, 2015 and of the profits for the year ended 31st March, 2015;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared 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.

7. 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 was observed.

8. AUDITORS:

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139, 141, 142 and all other applicable provisions of the Companies Act, 2013 [the "Act") read with Rule 3[7) of the Companies [Audit and Auditors) Rules, 2014 [including any statutory modification(s) or re-enactment thereof for the time being in force), the Company recommends to appoint M/s Prakash Patwari & Co, Chartered Accountants, Kolkata [Membership No. 060583), as the Statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting and at such remuneration as shall be fixed by the Board of Directors.

The Auditors' report for financial year 2014-15 is self explanatory and forms part of this Annual Report and does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITORS:

Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board of Directors has appointed M/s. J Akhani Associates, Company Secretaries, Ahmedabad Secretarial Auditors of the Company for FY 2014-15. A Secretarial Audit Report for FY 2014-15 is annexed herewith as Annexure A.

The Board has appointed M/s J Akhani & Associates, Company Secretaries, Ahmedabad, as Secretarial Auditors of the Company for FY 2015-16.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

APPOINTMENT AND RESIGNATION

Subsequent to the notification of section 149 of Companies Act 2013, the Board of Directors of the Company in their Board Meeting held on 14.03.2015 has appointed Mr. Bhavin Patel as Additional Non Executive of the company.

During the year Mr. Dilip Kumar Dutta Director of the Company expired on 26.04.2014 and Mr. Alagirisamy Appavoo, Director of the Company expired on 29.05.2014.

Company pays homage on their sad demise.

During the year, Mr. Ganesan Natarajan was appointed as Director on the Company w. e. f. 15.05.2014 and he resigned from the Board w. e. f. 13.03.2015 due to unavoidable circumstances.

RE APPOINTMENT OF DIRECTORS

Term of Ms. Chitra Appavoo, Independent Woman Director, expires at this ensuing Annual General Meeting. Hence the Board recommends her appointment as Non Executive Independent Director for another term of two years.

DIRECTORS RETIRING BY ROTATION

Out of the present Board Members, none of the Directors are subject to retirement by rotation. Company is in process of recruiting an appropriate Company Secretary.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to provisions of section 149(7] of Companies Act 2013, the Company has received declaration from Independent Directors for FY 2014-15 confirming that they meet the criteria of independence as prescribed under the Act and Clause 49 of Listing Agreement.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular interval with gap between two meetings not exceeding 120 days. Additional meetings are held as and when necessary. During the year under review, the Board met 6 times.

POLICY ON DIRECTORS' APPOINTMENT

Pursuant to provisions of section 178 read with 134(3)(e) of Companies Act 2013, The Nomination and Remuneration Committee (NRC] has approved the criteria and process for identification / appointment of Directors which are as under:

Criteria for Appointment:

A) The proposed Director shall meet all statutory requirements and should:

- Possess highest values, ethics and integrity.

- Not have any direct or indirect conflict with business operations.

- Be willing to devote time and efforts.

- Have relevant experience.

- Have understanding about corporate functionality.

- Understand real value of stakeholders.

Process for identification of Directors / Appointment of Directors:

- Board Members may suggest any potential person to the Chairman of the Company meeting the above criteria. If the chairman deems fit, recommendation will be made by him to NRC.

- Chairman himself can also recommend a person to NRC.

- NRC shall process and evaluate the proposal and shall submit their recommendation to Board. Board shall consider such proposal on merit and decide suitably.

Criteria for Performance Evaluation

The Board considered and approved criteria for performance evaluation of itself, that of its committees and individual directors as follow:

Criteria for Board Evaluation:

- Focus on strategic decisions.

- Qualitative discussion and processes.

Criteria for Committee Evaluation:

- Fulfillment of allotted responsibilities.

- Effectiveness of recommendation, meetings.

Criteria for Independent and Non Independent Directors' evaluation:

- Contribution through their experience and expertise.

- Focus on Stakeholders' interest.

MANNER OF EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Evaluation of Board, its Committees and Individual Directors was carried out as per process and criteria laid down by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee.

The obtaining and consolidation of feedback from all Directors in this regards, was coordinated by the Chairman of Independent Directors' meeting for Board and Non-Independent Directors while the process of evaluation of the Independent Directors was coordinated by the Chairman of the Company. Based on this, Chairman of the Company briefed the Board and each of the Individual Directors, as applicable.

10. REMUNERATION

REMUNERATION POLICY

The Company has formulated the policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees of the Company which is as under:

A) Components of Remuneration

- Fixed Pay comprising Basic Salary, HRA, Car Allowance (applicable to General Managers & above employees), Conveyance Allowances / Reimbursement, Company's contribution to Provident Fund, Superannuation Fund, Gratuity, etc.

- Variable Pay, which is either in the form of:

Commission to Managing Directors and Commission to Whole-time Directors.

B) Annual Appraisal process:

Annual Appraisals are conducted, following which annual increments and promotions in deserving cases are decided once in a year based on:

- Employees self-assessment

- Assessment by Immediate Superior and

- Assessment by Head of Department

Annual Increment leading to an increase in Fixed Pay consists of:

- Economic Rise based on All India Consumer Price Index published by the Government of India or Internal Survey wherein inflation on commonly used items is calculated.

Remuneration of Independent Directors:

The Company has formulated a policy for the remuneration of Independent Directors as follows:

- Sitting Fees of Rs. 2000/- for each meeting of the Board or any Committee thereof, attended by them;

- Reimbursement of Expenses incurred by Independent Directors for attending any meeting of the Board.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

As the Directors of the Company have not been paid any remuneration, disclosure under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not required.

11. AUDIT AND RISK MANAGEMENT:

During the year, the Board decided that the Audit Committee shall also carry out the role of Risk Management and so Audit Committee has been re named as Audit and Risk Management Committee and also changed its terms of reference in this context.

Composition and Attendance of Audit Committee:

Name of Members of Designation Audit Committee

Ms. Appavoo Chitra Chairman

Mr. Ganesan Natarajan* Member

Mr. Santosh Awasthi Member

Mr. Bhavinkumar Patel** Member

* Mr. Ganesan Natarajan resigned w. e. f. 13.03.2015.

** Mr. Bhavin Patel appointed w. e. f. 13.03.2015

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy since March 2015 in compliance with Listing Agreement and Companies Act 2013. The Policy empowers all the Stakeholders to raise concerns by making Protected Disclosures as defined in the Policy. The Policy also provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on a quarterly basis.

RISK MANAGEMENT POLICY

The Board of Directors has developed and implemented Risk Management Policy for the Company. It has identified and assessed various risks factors, with potential impact on the Company in achieving its strategic objectives or may threaten its existence. The Policy lays down procedures for risk identification, assessment, monitoring, review and reporting. The Policy also lists the roles and responsibilities of Board and Risk Management Committee.

12.ENVIRONMENT. HEALTH AND SAFETY

The Company accords the highest priority to health, environment and safety. The Company does not carry on manufacturing operations. The Company takes at most care for the employees and ensures compliance with the applicable rules and regulation applicable to the Company.

13. CORPORATE GOVERNANCE

As stipulated by Clause 49 of the Listing Agreement, Report on Corporate Governance forms part of this Annual Report. Certificate of the Auditors regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is annexed to the Board's Report.

14. MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated by Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report form part of this Annual Report.

15. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNIGS AND OUTGO.;

During the financial year 2014-15, Company has not undertaken any manufacturing operations. Company has neither earned nor spent anything in foreign currency. Hence no disclosure is required under this head pursuant to Companies (Accounts) Rules 2014.

16. THE EXTRACTS OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is annexed to this Directors' Report.

17. APPRECIATION AND ACKNOWLEDGMENT

The Directors feel pleasure thanking all the stakeholders who have reposed their faith in the management and the company and for their valuable support and cooperation.

BY ORDER OF THE BOARD FOR MAGNUM LIMITED

SANTOSH KUMAR AWASTHI DIRECTOR PLACE: AHMEDABAD DATE: 30.05.2015

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Mar 31, 2014

Dear Members,

The Directors feel pleasure in presenting their 22nd Annual Report together with the Audited Statements of accounts for the Financial Year ended on 31st March, 2014.

FINANCIAL RESULTS:

During the year under review, the Company has shown notable performance. The extracts of financial results 2013-14 are as under:

(Rs. In Lacs) Particulars Current Year Previous Year 2013-14 2012-13 Rs. Rs.

Sales & Other Income 10.42 0.03

Depreciation 0.11 0.25

Profit / (Loss] Before Taxation 1.45 (1.15]

Provision for Income Tax 0.27 NIL

Provision for Deferred Tax 0.19 0.20

Profit after Taxation 0.99 (1.35)

Surplus brought forward [40.48] (39.12]

Balance Carried to Balance Sheet (39.49] (40.48]



The financial figures show the following trends:

- Increase in Revenue by Rs. 10.39 Lacs.

- Increase in PAT by Rs. 2.44 Lacs

OPERATIONS:

During the year, the company put in efforts to revive the business. The Board of Directors are putting strong efforts to get the momentum in the business.

DIVIDEND:

Due to insufficient profits, Directors do not recommend any dividend. DEPOSITS:

The Company has not accepted any deposits from Public under section 58A during the year under review.

DIRECTORS:

During the period under review, the Company has lost two strong active players from the Board. Mr. Dilip Kumar Dutta and Mr. Alagirisamy Appavoo, both the Directors have expired during their term of Directorship. Company takes note of their performance and contribution to the Company.

STATUTORY AUDITORS:

As per Section 139 of the Companies Act, 2013 and Rules as Companies (Audit & Auditors] Rules 2014, the statutory auditor of the Company, being chartered accountant shall hold the office in such capacity up to six years. The board recommends the appointment of M/s Prakash Patwari & Co, Chartered Accountant, Kolkata as Statutory Auditor of the Company for the financial year 2014-15. The Company has received a letter to the effect that their appointment, if made, will be within the prescribed limits under section 139 (1) and section 141 of the Companies Act 2013. The appointment of auditors is required to be confirmed by the members in every Annual General Meeting, hence, your Directors propose to appoint the Statutory Auditors as set out in the notice accompanying the Annual Accounts.

The observations contained in the Audif report submitted by M/s Prakash Patwari & Co., Chartered Accountant, Kolkata are self explanatory and does not require any further explanation.

ENVIRONMENT. HEALTH AND SAFETY

The Company accords the highest priority to health, environment and safety. The Company does not carry on manufacturing operations. The Company takes at most care for the employees and ensures compliance with the applicable rules and regulation applicable to the Company.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement, the Company complies with all the conditions prescribed there under. As part of Clause 49 requirement, Management Discussion and Analysis Report and Corporate Governance Report have been prepared and the same is annexed to Directors Report for the financial year 2013-14.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The directors declare and confirm:

(A) that in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(B) that 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 at the end of the financial year ended on 31st March, 2014 and of the profit of the company for the that year.

(C) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31st March 2014 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities.

(D) That the Directors have prepared the accounts for the financial year ended 31st March 2014 on a going concern basis.

CONSERVATION OF ENERGY. TECHNOLOGY ABSOPTION. FOREIGN EXCHANGE EARNIGS AND OUTGO:

During the financial year 2013-14, Company has not undertaken any manufacturing operations. Company has neither earned nor spent anything in foreign currency. Hence no disclosure is required under this head pursuant to Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988.

PARTICULARS OF EMPLOYEES:

There is no employee in the Company drawing remuneration for which information is required to be furnished under section 217 (2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975 as amended from time to time.

APPRECIATION:

The Directors feel pleasure thanking all the stakeholders who have reposed their faith in the management and the company and for their valuable support and cooperation.

PLACE: AHMEDABAD BY ORDER OF THE BOARD DATE: 30.05.2014 FOR MAGNUM LIMITED

SANTOSH KUMAR AWASTHI DIRECTOR

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Mar 31, 2013

To The Members of Magnum Limited

Ahmedabad.

The Directors have pleasure in presenting the 21st Annual Report on the business and operations of the Company together with Audited Accounts for year ended on 31st March, 2013.

FINANCIAL PERFORMANC

(Amount INR)

Particulars Year ended Year ended 31st March, 2013 31st March, 2012

Sales and Other Income 3,500 2,800

Depreciation and amortization expense 25,060 27,840

Financial Cost 0.00 177

Employee & Other Expenses 0.00 357,911

Loss Before Tax 1,15,724 383,128

Deferred Tax 20,155 23,349

Net Profit / (Loss) 1,35,879 (406,477)

Earning per Equity Share (0.03) (0.09)







DIVIDEND

Due to the loss incurred by the Company, your Directors express their inability to recommend any dividend for the year under review.

OPERATIONS

There was no income from operations during the financial year. The Net Loss during the year was Rs. 1,35,879/- compared to Net Loss of Rs. 4,06,477 during the previous year.

DIRECTORS

Pursuant to section 260 of the Companies Act, 1956, Mr. Madabushi Ramaswamy Rajagopal, Mr. Santoshkumar Awasthi and Mr. DilipKumar Dutta were appointed as an Additional Director by the Board of Directors w. e. f. 29/09/2012. Mr. Alagirisamy Appavoo was appointed as an Additional Director by the Board of Directors w. e. f. 10/04/2013. They would hold office up to date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member proposing the candidate for the office of Director.

During the year, Mr. Nagesh Bhanwarlal Bhandari, Mr. Shailesh Bhanwarlal Bhandari, Mr. Ram Singh, and Mr. Dineshkumar R. Sharma, Directors have ceased to be directors w. e. f. from 29/09/2012 due to change in Management of the company. The new Board places on record its appreciation for the services rendered by them during their tenure as directors of the Company.

For perusal of the Shareholders, a brief resume of the Director being appointed / re-appointed is given and forms part of the Notice. Your Directors recommend their appointment / re-appointment.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby confirms that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards had been followed along with proper explanations relating to material departures, if any;

2. 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 at the end of the financial year of the Company and of the loss of the Company for that period;

3. 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;

4. The Board of Directors had prepared the annual accounts for the financial year ended 31st March, 2013 on a going concern basis.

AUDITORS & AUDITORS REPORT:

M/s Asim Mehta & Associates has shown his unwillingness to continue as a Statutory Auditor of the Company and hence the new auditor M/s Prakash Patwari & Co. is recommended for appointment as statutory Auditors of the Company to hold office from the conclusion of this annual general meeting until the conclusion of next annual general meeting of the company at such remuneration as shall be fixed by the Board of Directors

There is no reservation, qualification or adverse remark in the Auditors'' Report which require any clarification / explanation. The Notes to Accounts forming Part of the financial statements are self explanatory and need no further explanation.

DEPOSITS

The Company has neither accepted nor invited any deposits from public, within the meaning of section 58A and 58AA of the Companies Act, 1956 and the Rules made there under.

CORPORATE GOVERNANCE:

Your Company has complied with the mandatory provisions of Clause 49 relating to Corporate Governance of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance and the certificate from Company''s auditors confirming the compliance of conditions on Corporate Governance is annexed and forms part of this Report.

COMPLIANCE REPORT

As required under section 383A(1) of the Companies Act, 1956, the Company has obtained the secretarial Compliance Certificate from of M/s J. Akhani & Associates, Company Secretaries, Ahmedabad and the same is annexed herewith.

PARTICULARS OF EMPLOYEES

The particulars required under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable as there are no employees falling in that category.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information required under the provisions of the section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are Nil. There was no foreign exchange earning and outgo by the Company during the financial year.

APPRECIATION AND ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continued guidance and support provided by Bank, Government Authorities, Auditors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the devoted services of the Staff members of the Company.

PLACE: AHMEDABAD BY ORDER OF THE BOARD

DATE: 30/08/2013 FOR MAGNUM LIMITED

SANTOSK KR AWASTHI DILIP KR DUTTA

DIRECTOR DIRECTOR

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Mar 31, 2010

The Directors have pleasure in presenting the 18th Annual Report on the business and operations of the Company together with Audited Accounts for year ended on 31st March, 2010.

FINANCIAL PERFORMANCE :

(Amount in Rupees)

Particulars Year ended 31st Year ended 31st

March, 2010 March, 2009

Sales and other Income 3,050 64,281

Profit / (Loss) before Interest, Deprecation & Tax (407,730) (454,072)

Profit / (Loss) before Deprecation & Tax (407,890) (455,038)

Profit / (Loss) before Tax (715,667) (1,945,926)

Deferred Ta x Assets / (Liability) 50,973 405,288

Net Profit / (Loss) (664,694) (1,540,638)

Balance Carried Forward (3,009,638) (2,344,944)

DIVIDEND :

Due to the loss incurred by the Company, your Directors express their inability to recommend any dividend for the year under review.

OPERATIONS :

The Company has discontinued the business activities since 2009 and as such there was no income from operations during the financial year. The net Loss during the year was Rs. 6,64,694 compared to Net Loss of Rs. 15,40,638 during the previous year.

DIRECTORS :

Pursuant to sub-section (1) of section 256 of the Companies Act, 1956, Mr. Shailesh Bhandari, Director of the Company retires from the Board at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Pursuant to section 260 of the Companies Act, 1956, Mr. Ram Singh was appointed as an Additional Director by the Board of Directors with effect from 30th January, 2010. Mr. Ram Singh would hold office up to date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member proposing the candidature of Mr. Ram Singh for the office of Director, liable to retire by rotation.

Mr. Hemant Desai, Director of the Company resigned as Director with effect from 30th January, 2010. The Board places on record its appreciation for the services rendered by him during his tenure as director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby confirms that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards had been followed alongwith proper explanations relating to material departures, if any;

2. 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 at the end of the financial year of the Company and of the loss of the Company for that period;

3. 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;

4. the Board of Directors had prepared the annual accounts for the financial year ended 31st March, 2010 on a going concern basis.

AUDITORS & AUDITORS REPORT :

Pursuant to sub-section (1) of the section 224 of the Companies Act, 1956, M/s Asim Mehta & Associates, Chartered Accountant, Ahmedabad, hold office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment. The Board recommends their re-appointment.

There are no qualifications or adverse remarks in the Auditors Report which require any clarification / explanation. The Notes to Accounts forming Part of the financial statements are self explanatory and need no further explanation.

DEPOSITS :

The Company has not accepted any deposits during the year to which the provisions of section 58A and 58AA of the Companies Act, 1956 are applicable.

CORPORATE GOVERNANCE :

Your Company has complied with the mandatory provisions of Clause 49 relating to Corporate Governance of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance and the certificate from Companys auditors confirming the compliance of conditions on Corporate Governance is annexed and forms part of this Report.

COMPLIANCE CERTIFICATE :

Compliance Certificate of M/s Jignesh A. Maniar & Associates, Company Secretaries, Ahmedabad as required under the provisions of sub-section (1) of section 383A of the Companies Act, 1956 is annexed herewith.

HUMAN RESOURCES :

Your Directors wish to place on record their deep appreciation to employees for their efforts, dedication, commitment and loyal services to the Company during the year under review.

PARTICULARS OF EMPLOYEES :

The particulars required under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable as there are no employees falling in that category.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information required under the provisions of the section 217(1)(e) of the Companies Act, 1956 read with the Compa- nies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are Nil. There was no foreign exchange earning and outgo by the Company during the financial year.

APPRECIATION AND ACKNOWLEDGEMENT :

The Board of Directors are pleased to place on record their appreciation for the continued guidance and support provided by Banks, Government Authorities, Auditors and Shareholders during the year under review.

By Order of the Board of Directors

Date : 31st July, 2010 Nagesh Bhandari

Place : Ahmedabad Chairman