Directors Report of Mehta Housing Finance Ltd.

Mar 31, 2015

Dear members,

The Directors have pleasure in presenting 21st Annual Report of the Company along with Audited Accounts for the year ended 31st March, 2015.

* FINANCIAL RESULTS:

The Financial Results of the Company for the year ended on 31st March, 2015, as compared to the previous year are summarized below: -

(Rs. In Lacs) 31/03/2015 31/12/2013

Total Income 12.55 9.92

Profit/(Loss) before Taxation 9.37 7.44

Less: Depreciation (0.19) (0.08)

Profit/Loss before Taxation 9.18 7.36

Provision for Income Tax NIL NIL

Net Profit/Loss After Tax 9.18 7.36

Transfer to General Reserve 9.18 7.36

Proposed Dividend 0.00 00.00

The total net income of the Company during the current financial year commencing from 1st January,2014 and extended upto 31st March,2015 comprising of 15 Months which was extended in order to align with the requirements of Companies Act,2013 was Rs. 12.55 lacs against Rs. 9.92 lacs in the previous financial year comprised of 12 Months period from 1st Januar,2013 to 31st December,2013.. The total expenditure during the current financial year of fifteen months was Rs 3.37 lacs against Rs.2.57 lacs in the previous financial year of 12 months. The Profit/Loss after tax for the year under review was Rs. 9.18 lacs. The said figure during the previous year which stood at Rs.7.36 lacs was not comparable in view of extension of current financial year period extended upto 15 months to align with Company Law Requirements.. The Directors trust that the shareholders will find the performance of the company for financial year 2014 to be satisfactory. The Earning Per Share (EPS) of the company is Rs. 0.30 per share.

However, with a view to plough back the profits and to cater the growing need of funds for business operations, your Board of Directors have decided not to recommend a dividend on Equity Share for the year under review.

* BUSINESS OPERATIONS AND FUTURE OUTLOOK:

During the year under review, the company has a gross income of Rs.12.55 Lacs. The company is working out for new strategies to explore new business, for which the company will take necessary actions at appropriate opportunities. Despite a strengthening external demand, uncertainty continues to loom large on the economic, fiscal and current account horizon of some emerging economies owing to domestic fragilities.

* DIRECTOR:

Mrs. Bhavna D. Mehta (DIN-01590958), Director of the Company retires from office by rotation in accordance with the requirement of the Companies Act, 2013 and being eligible, offers herself for reappointment.

Mr. Chirag D. Mehta (DIN-00484709) was the Director of company. The Nomination and Remuneration Committee at its meeting convened on 30th April, 2015, recommended re-appointment of Mr. Chirag D. Mehta as Managing Director of Company to hold office for a term of five years commencing from 30th April, 2015 on the terms and condition more particularly mentioned in the proposed resolution. The board of directors at its meeting held on 30th April 2015 also approved the same subject to the approval of members.

* PERTICULARS OF EMPLOYEES :

The Company has no employees of the categories specified in Section 217 (2A) of the Companies Act, 1956.

* PARTICULARS OF CONSERVATION OF ENERGY ETC.:

The company has no manufacturing activities relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo during the year under review.

* APPOINTMENT OF INDEPENDENT DIRECTOR:

In line with the requirements of Clause 49 of the Listing Agreement entered into with the Stock Exchange, the Company had appointed Mr. Ramnik D. Sojitra as Independent Director of the Company. As per section 149(4) of the Companies Act, 2013, every listed public company is required to have atleast one-third of total number of Directors as Independent Directors. Such Directors will be appointed for a fixed term of upto 5 (five) years and will not be liable to retire by rotation. In order to meet these requirements, the Director is appointed as an Independent Director for a fixed tenure as mentioned in the notice of forthcoming Annual General Meeting (AGM) of the Company.

The company has received a declaration confirming that they meet with the criteria of Independence from the Independent Director as prescribed under section 149(6) of Companies Act, 2013.

* RELATED PARTY TRANSACTIONS:

The company has given loans, guarantees and made investments as authorized and prescribed under law u/s 186 as well section 188 of Companies Act, 2013, the ratification/approval for which has been proposed to the shareholders in the notice of the forthcoming Annual General Meeting (AGM) and the disclosure of which has been made in the Notice of the forthcoming Annual General Meeting and notes to Financial Statements as per Accounting Standard- 18.

* CHANGE IN FINANCIAL YEAR TO ALIGN WITH THE REQUIREMENTS OF COMPANIES ACT, 2013

To comply with provisions of Companies Act, 2013 and various amendments, Modifications, Notifications and Circulars issued by MCA, related to it, the Board of Directors have decided in its meeting held on 30th April, 2015 to extend its current Financial Year commencing from 1st January 2014 and ending on 31st December, 2014 (12 months) to be extended by further 3 months upto 31st March,2015 (15 months) to comply with requirement of Section 2(41) of companies act 2013 defining the term ''Financial Year'' to mean the period ending on 31st day of March every year.

* AUDITORS:

M/s. Dinesh K. Shah & Co. Chartered Accountants, hold office till the conclusion of ensuing Annual General Meeting and having received the required certificate u/s 141(3) (g) of the Companies Act, 2013 are eligible for reappointment from the conclusion of this Annual General Meeting till the conclusion of 26th Annual General Meeting under the provisions of Section 139 and other applicable provisions and rules thereto if any, of the Companies Act, 2013. The board recommends the reappointment and requests the members to fix their remuneration. The notes on financial statement referred to in the auditor''s report are self explanatory and do not call for any further explanation/comment from the board.

* SECRETARIAL AUDIT REPORT:

Pursuant to General Circular 08/2014 under Ref.No. 1/19/2013-CL-V issued by Ministry of Corporate Affairs, it was notified that Board''s Report in respect of financial years that commenced earlier than 1st April, 2014 shall be governed by the relevant provisions/schedules/rules of the Companies Act, 1956 and that in respect of financial years commencing on or after 1st April, 2014, the provisions of the new Act shall apply. However, your company has as a good corporate practice in accordance with section 204(1) of Companies Act, 2013 annexed with its Board''s Report a secretarial audit report given by a company secretary in Practice in prescribed form.

* PUBLIC DEPOSITS:

The company does not take any deposit from public. There was no Deposits unclaimed or unpaid by the Company after the date on which it has become due for payment or renewal on 31st March 2015.

* CORPORATE SOCIAL RESPONSIBILITY:

The company considers CSR as part of its activity and believes that it is imperative for the growth of the country and company. Your company is not required to constitute Corporate Social Responsibility Committee of Board under Section 135(1) of Companies Act, 2013

* REPORTING ON SUSTAINABILITY:

We are continuously striving to promote better and more effective sustainability policy and practices. In order to ensure transparent communication of our sustainability efforts to all our stakeholders we have made conscious efforts through technology innovation and effective communication and transparency.

* DEMATERIALISATION OF SHARES:

To provide best services to the shareholders and investors, company''s equity shares are made available for dematerialization in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

* DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:-

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 had 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, 2015 and of the Profit of the Company for that year.

c) That the Directors had taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31st March, 2015 in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company, and for prevention and detection of fraud and other irregularities.

d) That the directors have prepared the annual accounts on an ongoing concern basis.

e) That the Directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively.

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

* LISTING:

The equity shares of the company are listed on Bombay Stock Exchange (BSE code: 511740)

The company is generally regular in payment of Annual Listing Fees. The company has paid listing fees for the year 2014-2015 to Bombay Stock Exchange.

* CORPORATE GOVERNANCE:

A detailed section on the code of Corporate Governance forms part of the Annual Report. Requisite Certificate from the Auditor of the Company regarding compliance of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to the report of Corporate Governance.

* ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful management of the Company''s affairs.

The Directors also take this opportunity to thank all the stakeholders, Investors, Clients, Banks, Government, Regulatory Authorities and Stock Exchange for their continued support.

On behalf of Board of Directors: Place: Ahmedabad Chirag D. Mehta Date: 30th April, 2015 (Managing Director)

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Dec 31, 2013

The Members,

MEHTA HOUSING FINANCE LIMITED

Ahmedabad.

The Directors have pleasure in presenting Twentieth Annual Report on the business and operations of the Company along with Audited Annual Accounts for the year ended 31st DECEMBER 2013.

1. FINANCIAL RESULTS

The financial Results of the Company for the year ended on 31st DECEMBER 2013 as compared to the previous year are summarized below:

(Rs. In Lacs) (Rs. In Lacs) 31/12/2013 31/12/2012

Total Income 9.92 10.37

Profit/(Loss) before Taxation 7.36 8.48

Provision for Income Tax NIL NIL

Net Profit/Loss After Tax 7.36 8.48

Transfer to General Reserve NIL NIL

2. PERFORMANCE AND FUTURE OUTLOOK

During the year under review, the Company has a gross income of Rs. 9.92 Lacs. The company is working out for new strategies to explore new business, for which the Company will take necessary actions at appropriate opportunities. Despite a strengthening external demand, uncertainty continues to loom large on the economic, fiscal and current account horizon of some emerging economies owing to demestic fragilities.

3. DIRECTOR

One of our Directors, Mr. R. D. Sojitra, retires from office by rotation in accordance with the requirement of the Companies Act, 1956. He, however, being eligible, offers himself for reappointment.

4. PARTICULARS OF EMPLOYEES

The Company has no employee of the category specified in Section 217 (2A) of The Companies Act, 1956.

5. PARTICULARS OF CONSERVATION OF ENERGY ETC.

The Company has no activities relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo during the year under review.

6. AUDITORS AND THEIR REPORT

Auditors M/s. Dinesh K. Shah & Co., Chartered Accountants hold office till the conclusion of this Annual General Meeting and having furnished the required certificate U/s. 224 (1-B) of The Companies Act, 1956 are eligible for reappointment. Board recommends the reappointment and requests the members to fix their remuneration.

7. PUBLIC DEPOSITS

There was no Deposit unclaimed or unpaid by the Company after the date on which it has become due for payment or renewal on 31st DECEMBER 2013.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors Confirm:

(a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanationrelating to material departures.

(b) That accounting policies have been applied by 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 DECEMBER 2013.

(c) proper and adequate care taken by the company as per the provisions of the companies act 1956 for safeguarding the assets of the Company and for prevention and detection of fraud and financial irregularities.

(d) That the Directors have prepared the Annual Accounts on going concern basis.

9. LISTING

The Equity Shares of the Company are listed at Bombay Stock Exchange. The Company is generally regular in payment of Annual Listing Fees and the listing fees for the year 2013-14 has been duly paid.

10. CORPORATE GOVERNANCE

The company has been following the best Corporate Governance practices and benchmarking itself against each such practice on an ongoing concern basis. A seperate section on Corporate Governance and a certificate from the statutory Auditors M/s Dinesh K. Shah & Co., Chartered Accountants (Membership No.- F-010477) regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the listing agreement with the Stock Exchange forms part of this Annual Report.

11. MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed section on the Management Discussion & Analysis Report forms part of the Annual Report.

12. ACKNOWLEDGMENT

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, who have contributed to the successful management of the Company''s affairs.

The directors also express their gratitude to the support extended by Financial Institutions, Various Bankers, Central Govt. & State Govt. authorities & the Shareholders of the Company.

REGISTERED OFFICE :- FOR AND ON BEHALF OF The board of Director THE BOARD OF DIRECTORS 004, LAW GARDEN APARTMENT, SCHEME-I, OPP LAW GARDEN, ELLISBRIDGE, Sd/- AHMEDABAD-380 006. (BHAVNA D.MEHTA) CHAIRPERSON

DATE :30th April 2014 PLACE : AHMEDABAD.

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Dec 31, 2012

To , The Members of MEHTA HOUSING FINANCE LIMITED Ahmedabad.

The Directors have pleasure in presenting Nineteenth Annual Report of the Company along with Audited Annual Accounts for year ended 31ST DECEMBER 2012.

1. FINANCIAL RESULTS

The financial Results of the Company for the year ended on 31ST DECEMBER 2012 as compared to the previous year are summarized below:

(Rs. In Lacs) (Rs. In Lacs) 31/12/2012 31/12/2011

Total Income 10.37 10.48

Profit/(Loss) before Taxation 8.48 8.19

Provision for Income Tax NIL NIL

Net Profit/Loss After Tax 8.48 8.19

Transfer to General Reserve NIL NIL

2. PERFORMANCE AND FUTURE OUTLOOK

Company is making investments in stock market, the stock market looks promising over the long run as the Indian economy has good growth prospects.

During the year under review, the Company has a gross income of Rs. 10.37 Lacs. The company is working out for new strategies to explore new business, for which the Company will take necessary actions at appropriate opportunities.

3. DIRECTOR

One of your Directors viz. Mr. Chirag D. Mehta, retires from office by rotation in accordance with the requirement of the Companies Act, 1956. He, however, being eligible, offers himself for reappointment. Mrs. Indira Mehta was appointed as an Additional Director and as Non Executive Director with effect from 19th September, 2012. Mr. Ramniklal Sojitra was also appointed as an Additional Director and as Non Executive Director with effect from 1st February, 2010.

4. PARTICULARS OF EMPLOYEES

The Company has no employee of the category specified in Section 217 (2A) of The Companies Act, 1956.

5. PARTICULARS OF CONSERVATION OF ENERGY ETC.

The Company has no activities relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo during the year under review.

6. AUDITORS AND THEIR REPORT

Auditors M/s. Dinesh K. Shah & Co., Chartered Accountants hold office till the conclusion of ensuing Annual General Meeting and having furnished the required certificate U/s. 224 (1-B) of The Companies Act, 1956 are eligible for reappointment. Board recommends the reappointment and requests the members to fix their remuneration.

7. PUBLIC DEPOSITS

There was no Deposit unclaimed or unpaid by the Company after the date on which it has become due for payment or renewal on 31ST DECEMBER 2012.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors Confirm:

(a) That in preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation.

(b) That the Directors had 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 DECEMBER 2012.

(c) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31ST DECEMBER 2012 in accordance with the provision 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 Annual Accounts on an ongoing basis.

9. LISTING

The Equity Shares of the Company are listed at Bombay Stock Exchange. The Company is generally regular in payment of Annual Listing Fees.

10. CORPORATE GOVERNANCE

A detailed section on the code of Corporate Governance forms part of the Annual Report.

11. MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed section on the Management Discussion & Analysis Report forms part of the Annual Report.

12. ACKNOWLEDGMENT

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, who have contributed to the successful management of the Company''s affairs.

The directors also express their gratitude to the support extended by Financial Institutions, Various Bankers, Central Govt. & State Govt. authorities & the Shareholders of the Company.

FOR AND ON BEHALF OF

REGISTERED OFFICE :- THE BOARD OF DIRECTORS

004, LAW GARDEN APARTMENT,

SCHEME-I, OPP. LAW GARDEN,

ELLISBRIDGE, Sd/-

AHMEDABAD-380 006. (BHAVNA D.MEHTA)

DATE :29th April 2013

PLACE : AHMEDABAD.

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Dec 31, 2011

To, The Members of MEHTA HOUSING FINANCE LIMITED Ahmedabad.

The Directors have pleasure in presenting 18th Annual Report of the Company along with Audited Accounts for year ended 31st DECEMBER 2011.

1. FINANCIAL RESULTS

The financial Results of the Company for the year ended on 31st DECEMBER 2011 as compared to the previous year are summarized below:

(Rs. In Lacs) (Rs. In Lacs) 31/12/2011 31/12/2010

Total Income 10.48 12.07

Profit/(Loss) before Taxation 8.19 4.91

Provision for Income Tax NIL NIL

Net Profit/Loss After Tax 8.19 4.91

Transfer to General Reserve NIL NIL

2. PERFORMANCE AND FUTURE OUTLOOK

Company is making investments in stock market, the stock market looks promissing over the long run as the Indian economy has good growth prospects. .

During the year under review, the Company has a gross income of Rs. 10.48 Lacs. The company is working out for new strategies to explore new business, for which the Company will take necessary actions at appropriate opportunities.

3. DIRECTOR

One of our Directors viz. Mr. Anil P. Parekh, retires from office by rotation in accordance with the requirement of The Companies Act, 1956. He, however, being eligible, offers himself for reappointment.

4. PARTICULARS OF EMPLOYEES

The Company has no employee of the category specified in Section 217 (2A) of The Companies Act, 1956.

5. PARTICULARS OF CONSERVATION OF ENERGY ETC.

The Company has no activities relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo during the year under review.

6. AUDITORS AND THEIR REPORT

Auditors M/s. Dinesh K. Shah & Co., Chartered Accountants hold office till the conclusion of ensuing Annual General Meeting and having furnished the required certificate U/s. 224 (1-B) of The Companies Act, 1956 are eligible for reappointment. Board recommends the reappointment and requests the members to fix their remuneration.

7. PUBLIC DEPOSITS

There was no Deposit unclaimed or unpaid by the Company after the date on which it has become due for payment or renewal on 31st DECEMBER 2011.

8. DIRECTORS' RESPONSIBILITY STATEMENT

Our Directors Confirm:

(a) That in preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation.

(b) That the Directors had 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 DECEMBER 2011.

(c) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31st DECEMBER 2011 in accordance with the provision 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 Annual Accounts on an ongoing basis.

9. LISTING

The Equity Shares of the Company are listed at Bombay Stock Exchange. The Company is generally regular in payment of Annual Listing Fees.

10. CORPORATE GOVERNANCE

A detailed section on the code of Corporate Governance forms part of the Annual Report.

11. ACKNOWLEDGMENT

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, who have contributed to the successful management of the Company's affairs.

The directors also express their gratitude to the support extended by Financial Institutions, Various Bankers, Central Govt. & State Govt. authorities & the Shareholders of the Company.

REGISTERED OFFICE FOR AND ON BEHALF OF THE

004, LAW GARDEN APARTMENT, BOARD OF DIRECTORS

SCHEME-I, OPP. LAW GARDEN,

ELLISBRIDGE,

AHMEDABAD-380 006. Sd/-

(VISHWESH D. MEHTA)

Date: 29th April 2012

Place: Ahmedabad

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Dec 31, 2010

The Directors have pleasure in presenting 17th Annual Report of the Company along with Audited Accounts for year ended 31st DECEMBER 2010.

1. FINANCIAL RESULTS

The financial Results of the Company for the year ended on 31st DECEMBER 2010 as compared to the previous year are summarized below:

(Rs. In Lacs) (Rs. In Lacs) 31/12/2010 31/12/2009

Total Income 12.07 10.83

Profit/(Loss) before Taxation 4.91 6.27

Provision for Income Tax NIL NIL

Net Profit/Loss After Tax 4.91 6.27

Transfer to General Reserve NIL NIL

2. PERFORMANCE AND FUTURE OUTLOOK

Company is making investments in stock market, the stock market looks promising over the long run as the Indian economy has good growth prospects. .

During the year under review, the Company has a gross income of Rs. 12.07 Lacs. The company is working out for new strategies to explore new business, for which the Company will take necessary actions at appropriate opportunities.

3. DIRECTOR

One of our Directors viz. Mr. Anil P. Parekh, retires from office by rotation in accordance with the requirement of The Companies Act, 1956. He, however, being eligible, offers himself for reappointment.

4. PARTICULARS OF EMPLOYEES

The Company has no employee of the category specified in Section 217 (2A) of The Companies Act, 1956.

5. PARTICULARS OF CONSERVATION OF ENERGY ETC.

The Company has no activities relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo during the year under review.

6. AUDITORS AND THEIR REPORT

Auditors M/s. Dinesh K. Shah & Co., Chartered Accountants hold office till the conclusion of ensuing Annual General Meeting and having furnished the required certificate U/s. 224 (1-B) of The Companies Act, 1956 are eligible for reappointment. Board recommends the reappointment and requests the members to fix their remuneration.

7. PUBLIC DEPOSITS

There was no Deposit unclaimed or unpaid by the Company after the date on which it has become due for payment or renewal on 31st DECEMBER 2010.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Our Directors Confirm:

(a) That in preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation.

(b) That the Directors had 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 DECEMBER 2010.

(c) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31st DECEMBER 2010 in accordance with the provision 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 Annual Accounts on an ongoing basis.

9. LISTING

The Equity Shares of the Company are listed at Bombay Stock Exchange. The Company is generally regular in payment of Annual Listing Fees.

10. CORPORATE GOVERNANCE

A detailed section on the code of Corporate Governance forms part of the Annual Report.

11. ACKNOWLEDGMENT

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, who have contributed to the successful management of the Company''s affairs.

The directors also express their gratitude to the support extended by Financial Institutions, Various Bankers, Central Govt. & State Govt. authorities & the Shareholders of the Company.

REGISTERED OFFICE :- FOR and on behalf of

004, LAW GARDEN APARTMENT, THE BOARD OF DIRECTORS

SCHEME-I, OPP. LAW GARDEN,

ELLISBRIDGE, Sd/

AHMEDABAD-380 006.

(VISHWESH MEHTA)

DIRECTOR

DATE :29th April 2011

PLACE : AHMEDABAD.