Directors Report of Multiplus Holdings Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Thirty Second Annual Report of the Company Together with the Audited Statements of Accounts for the year ended 31st March, 2014.

For the year For the year ended ended 31st March, 2014 31st March, 2013 (Rupees) (Rupees)

Gross Income 46,66,203.00 1,53,32,245.00

Profit before Depreciation 31,41,188.00 1,37,55,272.00

Less : Depreciation (Net) 4,50,764.00 6,08,234.00

Profit before Taxation 26,90,424.00 1,31,47,038.00

Less : Provision for Tax

Deferred Tax (40,591.00) (71,833.00)

Current Tax 8,95,766.00 29,13,821.00

Profit after Tax 18,35,249.00 1,03,05,050.00

Less : Prior Period Taxes 2,180.00 1,38,727.00

18,33,069.00 1,01,66,233.00

Balance brought forward 3,99,47,668.00 3,02,18,342.00

Profit available for appropriation 4,17,80,737.00 4,03,84,665.00

APPROPRIATION

Proposed Dividend 3,76,000.00 3,76,000.00

Tax on Proposed Dividend 63,902.00 60,997.00

Balance carried forward to next year 4,13,40,835.00 3,99,47,668.00

4,17,80,737.00 4,03,84,665.00

Operations :

During the year the review, Your Company earned an income of Rs. 46,66,203/- against Rs.1,53,32,245/- in the previous Year. The Company earned profit after Tax of Rs. 18,33,069/- as compared to profit after Tax of Rs. 1,01,66,233/- in the previous Year.

Dividend :

Considering the robust performance during the year and the sound financial position of the Company, the Board of Directors have recommended payment of a final dividend of 2% i.e. 0.20 Paisa per share(on the face value of Rs 10 each) on 18,80,000 Equity Shares, for the year ended 31st March, 2014, the payment of the final dividend is subject to the approval of the Members. The dividend will entail an outflow of Rs.4,39,902/- (including Dividend Tax of Rs. 63,902/-) on the paid up equity share capital of Rs. 1,88,00,000/-.

ANNEXURE TO DIRECTORS'' REPORT

Corporate Governance Report

1. Company''s Philosophy on Corporate Governance

Corporate Governance is about promoting corporate fairness, transparency, accountability and integrity of the management, The Company believes in and practices good Corporate Governance. The Company''s philosophy is aimed at assisting the top management of the Company in the efficient conduct of the business and in meeting its obligation to all its stakeholders.

2. Board of Directors

The Board of Directors comprises of two executive Directors and other two Independent Directors. During the year ended 31st March 2014, seven board meetings were held as on 30.05.2013 , 30.07.2013, 30.10.2013, 05.09.2014,30.01.2014, 31.03.2014.

Attendance of each Directors at the Board Meetings & Annual General Meeting for F.Y 2013-2014 are as under. Also mentioned below are the number of Companies / Committees where he is a Director / Member (As on signing date):

No. of Attendance at last Name of Directors Category of Board AGM held Directorship Meetings on 28th Sept 2013 Attended

Mr. Jignesh R. Sheth Director 07/07 Yes

Mr. Jayprakash R Sheth Director 07/07 Yes

Mr. Rajiv Kamdar Independent Director 07/07 Yes

Mr. Kalpesh Doshi Independent Director 07/07 Yes

3. Audit Committee

Currently the Audit Committee comprises of Mr. Jayprakash R Sheth, Mr. Kalpesh Doshi & Mr. Rajiv Kamdar. The terms of reference are wide enough covering the matters specified for Audit Committee under the Listing Agreement. Four meetings of the Committee were held on 30.07.2013, 30.10.2013, 30-01-2014 & 31.03.2014. All Directors was present in all the above Audit Committee meetings.

Name of Directors Category of Directorship

Mr. Jayprakash Sheth Director

Mr. Kalpesh Doshi Independent Director

Mr, Rajiv Kamdar Independent Director

4. Remuneration of Directors

The Remuneration of Directors is determined by the Board of Directors. An amount of Rs. 9,60,000/- was paid to Mr. Jignesh R. Sheth as directors remuneration for his valuable service to the company for the F.Y-2013-14.

5. Investors'' / Shareholders'' Grievance Committee

Presently the members of the Committee are Mr. Jignesh R. Sheth - Chairman & Director along with Mr. Kalpesh Doshi and Mr. Rajiv Kamdar, who are the independent directors of the companies.

The Committee oversees the performance of share transfer and recommends measures to improve the shareholders/investors service. The committee meets from time to time and approves the transfer and transmission of shares, deletion of names, issue of duplicate share certificates etc (if any). The Committee facilitates prompt and effective redressal of investor''s complaints through telephone or E-mails. All the necessary information is hosted on the company''s website for investor''s convenience.

Mr. Jainesh Jasani is the Compliance officer and the reporting of the same is done to the Board of Directors

6. General Body Meeting

The last three Annual General Meetings were held as under:

Financial Date Location Time Year

2010-2011 28.09.2011 1418,B Wing,14Th Floor, 03.00 p.m Dalamaal Tower,211 Nariman Point, F P Journal Marg, Mumbai-400021

2011-2012 29.09.2012 1418,B Wing, 14Th Floor, 03.00 p.m Dalamaal Tower, 211 Nariman Point, F P Journal Marg, Mumbai-400021

2012-2013 28.09.2013 1418,B Wing,14Th Floor, 03.00 p.m Dalamaal Tower, 211 Nariman Point, F P Journal Marg, Mumbai-400021

7. Disclosures

a) The company pays Director''s Remuneration to Mr. Jignesh R. Sheth (Executive Director).

b) There were no other transactions of material nature with its promoters or the Management, their subsidiaries or relatives, etc; that may have potential conflict with the interest of the Company at large.

c) No penalties or strictures have been passed by Stock Exchange or SEBI or any other statutory authority during the last three years on any matter related to the capital markets.

d) Our risk management procedures ensure that the management control risks through means of a properly defined framework.

e) Our whistle blower policy encourages disclosure in good faith of any wrongful conduct on a matter of general concern and protects the whistle blower from any adverse personnel action. The Company''s personnel have not been denied access to the Audit Committee.

8. Means of Communication

The Board of Directors of the Company takes on record the unaudited quarterly and half yearly Financial Results in the prescribed form within the prescribed time limit. The Company submits information about quarterly, half yearly and annual results etc. to the Stock Exchange within prescribed time limits.

The Company also publishes its financial results in newspapers as well as on its own website.

The website where displayed : www.multiplusholdings.com

9. General Shareholder Information

AGM Date, Time and Venue Saturday, 27th September 2014 at 03.00 p.m. at - 1418, B-Wing, 14th Floor, Dalamal Tower, 211, Nariman Point, F. P. J. Marg, Mumbai - 400021.

Financial Calendar April to March

Financial Year 2013-2014

Dates of Book Closure 20th September 2014 to 27th September 2014 (Both days inclusive)

First Quarter Results By 30th July, 2013

Second Quarter Results By 30th October, 2013

Third Quarter Results By 30th January, 2014

Fourth Quarter Results By 30th May, 2014

Audited Results for the year On or before 30th September, 2014 ending 31st March 2014

Listing on Stock Exchanges BOMBAY STOCK EXCHANGE

Stock Code 505594

Demat ISIN Number for NSDL & CDSL INE 886E01016

Registrars & Transfer Agent Bigshare Services Pvt. Ltd. E-2 & 3, Ansa Industrial Estate, Saki-Vihar Road, Sakinaka. Andheri(E), Mumbai - 400 072

Market Price Data: There was no trading of shares during the year.

12. Dematerialization of Shares

As on 31.03.2014, 18,56,050 (98.726%) shares of the Company''s Share Capital had been dematerialized.

13. Address for Correspondence

Shareholder Correspondence should be addressed to - Bigshare Services Pvt. Ltd. E-2 & 3, Ansa Industrial Estate, Saki-Vihar Road, Sakinaka. Andheri(E), Mumbai - 400 072

Investors may also write to or contact at the Registered Office for any assistance that they may need.

Shareholders holding shares in dematerialized form should address all their correspondence (Including change of address, nominations, ECS mandates, bank details to be incorporated) to their Depository Participant.

14. Outstanding GDRs/ADRs/Warrrants or any convertible instruments:

The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments.

B. NON-MANDATORY REQUIREMENTS

The other suggestions have not yet been adopted.

ANNUAL DECLARATION BY CHIEF EXECUTIVE OFFICER (CEO) PURSUANT TO CLAUSE 49 (i) (d) (ii) OF THE LISTING AGREEMENT

As the Chief Executive Officer of Multiplus Holdings Limited and as required by Clause 49 (i) (d) (ii) of the Listing Agreement, I hereby declare that all the Board Members and the Senior Management personnel of the Company have affirmed Compliance with the Company''s Code of Business Conduct and Ethics, for the Financial Year 2013-2014

Sd/-

Mr. JIGNESH R. SHETH Managing Director Dm : 00290211

Director''s Responsibility Statement:

In compliance with Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, your Directors confirm:

1. That the applicable Accounting Standards have been followed in the preparation of Annual Accounts along with proper explanations relating to material departures, if any.

2. That the accounting policies have been selected and applied consistently and such judgments and estimates made 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, 2014 and the Profit & Loss Account for the year ended on that date.

3. That proper and sufficient care has been taken for 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. That the Annual Accounts have been prepared on a going concern basis.

Foreign Exchange Earnings and Outgo :

Your Company does not undertake any activities involving Foreign currency Earnings and Outgo .

Directors :

SHRI JAYPRAKASH R. SHETH , Director of the Company retires by rotation and being eligible offers himself for reappointment None of the Directors of the Company are disqualified for being appointed as Directors in terms of Section 274 (l)(g) of the Companies Act, 1956.

Auditors:

M/s. Hardik Parasia & Associates, Auditors of the Company retire at the conclusion of ensuing Annual General Meeting and are eligible, offer themselves, for reappointment.

The Company has also received a letter from them to the effect that their appointment, if made would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the said Act.

The notes referred to by the Auditors in their report are self-explanatory and hence, do not require any further explanation.

Acknowledgement:

Your Directors wish to place on record their grateful thanks to the Banks, various Government Authorities and the Promoters for their valuable assistance and cooperation and for the trust and confidence posed in the Company by the Shareholders.

For and on behalf of Board

JIGNESH R. SHETH Managing Director Dm no:00290211

Place: Mumbai Date : 30th May, 2014

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty Eighth Annual Report of the Company Together with the Audited Statements of Accounts for the year ended 31st March, 2010.

For the year For the year ended ended 31st March, 2010 31st March, 2009 (Rupees) (Rupees)

Gross Income 44,74,432.21 1,33,28,072.26

Profit before Depreciation 40,39,162.77 1,26,82,839.94

Less : Depreciation (Net) NIL NIL

Profit before Taxation 40,39,162.77 1,26,82,839.94

Less : Provision for Tax 6,47,891.00 1470409.00

Deferred Tax NIL NIL

Current Tax 6,47,891.00 14,70,409.00

Fringe Benefit Tax NIL NIL

Profit after Tax 33,91,271.77 1,12,12,430.94

Less : Prior Period Taxes 0.00 0.00

33,91,271.77 1,12,12,430.94

Balance brought forward 1,20,32,170.58 11,88,273.64

Profit available forappropriation 1,54,23,442.35 1,24,00,704.58

APPROPRIATION

Proposed Dividend 3,76,000.00 3,15,000.00

Tax on Proposed Dividend 63,902.00 53,534.00

Balance carried forward to next year 1,49,83,540.35 1,20,32,170.58

1,54,23,442.35 1,24,00,704.58



Operations :

During the year the review, Your Company earned an income of Rs. 44,74,432.21 against Rs. 1,33,28,072.26 in the • previous Year. The Company earned profit after Tax of Rs. 33,91,271.77 as compared to profit after Tax of Rs. 1,12,12,430.94 in the previous Year.

Dividend :

The Board of Directors have recommended payment of a dividend of 2% i.e. 0.20 Paise per share on 18,80,000 Equity Share of Rs. 10/- each, for the year ended 31st March, 2010, for approval of the Members. The dividend will entail an outflow of Rs. 4,39,902/- (including Dividend Tax of Rs. 63,902/-) on the paid up equity share capital of Rs. 1,88,00,000/-.

Increase in Share Capital:

During the year the Company issued 12,50,000 equity Shares of Rs. 10/- each at premium of Rs. 50/- per Share aggregating the Rs. 7,50,00,000 on preferential allotment basis. Consequently, the outstanding, issued, subscribed and paid-up equity share capital of the Company increased from 6,30,000 Shares to 18,80,000 Shares of Rs. 10/- each as of March 31, 2010.

Directors Responsibility Statement:

In compliance with Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, your Directors confirm:

1. That the applicable Accounting Standards have been followed in the preparation of Annual Accounts along with proper explanations relating to material departures, if any.

2. That the accounting policies have been selected and applied consistently and such judgments and estimates made 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, 2010 and the Profit & Loss Account for the year ended on that date.

3. That proper and sufficient care has been taken for 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. That the Annual Accounts have been prepared on a going concern basis.

Foreign Exchange Earnings and Outgo :

Your Company does not undertake any activities involving Foreign currency Earnings and Outgo .

Directors :

SHRI JAYPRAKASH R. SHETH , Director of the Company retires by rotation and being eligible offers himself for / reappointment.

None of the Directors of the Company are disqualified for being appointed as Directors in terms of Section 274 (l)(g) of the Companies Act, 1956.

Auditors :

M/s. Rajesh Thakkar & Associates, Auditors of the Company retire at the conclusion of ensuing Annual General Meeting and are eligible, offer themselves, for reappointment.

The Company has received letter from them to the effect that their re-appointment, if made would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re- appointment within the meaning of Section 226 of the said Act.

The notes referred to by the Auditors in their report are self-explanatory and hence, do not require any further explanation.

Acknowledgement:

Your Directors wish to place on record their grateful thanks to the Banks, various- Government Authorities and the Promoters for their valuable assistance and cooperation and for the trust and confidence posed in the Company by / the Shareholders.

For and on behalf of Board

JIGNESH R SHETH

DIRECTOR

Place : Mumbai

Date :20th June, 2010

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Mar 31, 2002

The Directors have pleasure in presenting before you the 20th Annual Report of the Company together with the audited Statement of Accounts for the period ended 31st March, 2002.

ACCOUNTS

During the year, Company has made Profit of Rs. 18,998.00

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm :

a) That in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures if any.

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so an 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 that period.

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 so as to prevent and delect fraud and other irregularities; and

d) That the Directors had prepared the annual accounts on a going concern basis.

AUDITORS

The Present Auditor M/S. KETAN RUPANI & CO., Chartered Accountants holds the office as an Auditor until the conclusion of the Annual General Meeting and being eligible offer himself for reappointment.

DIVIDEND

No Dividend is proposed in the view of the nominal profit earned during the year.

ON BEHALF OF THE BOARD OF DIRECTORS

(DHIRAJLAL K. SHAH) (SUKETU D SHAH)