Directors Report of P H Capital Ltd.

Mar 31, 2015

To

The Members,

The Directors have pleasure in presenting 42nd Annual Report and the Audited Statement of Accounts of your Company for the year ended 31st March, 2015 .

FINANCIAL RESULTS:

The salient features of the Company's working for the year under review are as under:

(Rs, In lacs)

Year Ended Year Ended 31.03.2015 31.03.2014

Sales and other Income 3384.07 2446.14

Gross Profit / (Loss) for the year before Depreciation,

Exceptional item & Taxation 19.82 (20.40)

Depreciation 8.62 5.60 Profit / ( Loss ) Before Exceptional item & Taxation 10.31 (26.00)

Provision for Taxation (net) 0.13 (0)

Deferred Tax (1.31) 0.35

Net Profit / ( Loss ) 11.49 (25.65)

Operations

During the year under review the Company has recorded receipts of Rs. 33.82 Lacs as compared to Rs. 24.46 Lacs in the previous year and net Profit of Rs.11.49 Lacs as compared to Loss of Rs. 25.65 Lacs In the previous year.

Dividend

With a view to conserving the resources of your company, your Directors have decided not to recommend Dividend for the year.

Material Changes and Commitment Affecting Financial Position of the Company

There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e., 31 March 2015, and the date of the Directors' report.

Directorate

In terms of Sections 149, 152 and all other applicable provisions of the Companies Act, 2013, for the purpose of determining the Directors liable to retire by rotation, the Independent Director are not included in the total number of Directors of the Company. Accordingly, Mrs. Tej Dalal (holding DIN 01723773), Director shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment as a Director of the Company.

Necessary resolution for the re-appointment of the Director seeking re-appointment has been included in the Notice of the ensuing Annual General Meeting, which is being sent to the shareholders along with Annual Report.

Board Evaluation

Pursuant to the Provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of the Directors individually including Independent Directors, Board as a whole with and of its various committees on parameters such as skills, knowledge, participation in meetings, contribution towards Corporate Governance practices, compliance with code of ethics etc.

Independent Directors in terms of Companies Act, 2013 and Clause 49 of the Listing Agreement, carried out performance evaluation of non-independent Directors, Chairman of the Board and Board as a whole wit respect to knowledge to perform the role, time and level of participation, performance of duties and level of oversight and professional conduct and independence. The Directors expressed their satisfaction with the evaluation process.

Meetings

During the year ten Board Meetings were convened and held. The details thereof are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Key Managerial Personnel

Mr. Rikeen Dalal and Mr. Samir Desai were appointed Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the Company respectively before the Companies Act, 2013 came into force and they are also designated as the Key Managerial Personnel of the Company.

Declaration by Independent Directors

Necessary declarations have been obtained from all the Independent Directors under sub – section (7) of Section 149 of the Companies Act, 2013.

Subsidiary, Joint Venture or Associate Companies

During the year, no Company has become or ceased to be a subsidiary, joint venture or associate of the Company.

Related Party Transactions

All transactions entered into with related parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence enclosing of form AOC 2 is not required. Suitable disclosure as required by the Accounting Standard (AS-18) has been made in the notes to the Financial Statements.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013, are given in the notes to the Financial Statements.

Business Risk Management

The Company manages and monitors principal risks and uncertainties that can impact ability of the Company to achieve its targets/ objectives. Timely reports are placed before the Board for considering various risks involved in the Company business/ operations. The Board evaluates these reports and necessary / corrective actions are then implemented.

A brief report on risk evaluation and management is provided under Management's Discussion and Analysis Report forming part of this Annual Report.

Internal Financial Controls

The Company has in place, adequate systems and procedures for implementation of internal financial control across the organization which enables the Company to ensure that these controls are operating effectively.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

The Company does not own any manufacturing facility and hence the particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Accounts) Rules, 2014 are not applicable. The Company has neither earned nor spent any foreign exchange during the accounting year ended 2014-15

Corporate Social Responsibility (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

Directors' Responsibility Statement

The Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 2013. The Directors confirm that :

a) the Annual Accounts have been prepared in conformity with the applicable Accounting Standards;

b) the Accounting Policies selected and applied on a consistent basis, give a true and fair view of the affairs of the Company and of the profit for the financial year;

c) sufficient care has been taken that adequate accounting records have been maintained for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities;

d) the Annual Accounts have been prepared on a going concern basis;

e) the internal financial controls laid down in the Company were adequate and operating effectively;

f) the systems devised to ensure compliance with the provisions of all applicable laws were adequate and operating effectively.

Share Registrar & Transfer Agent

The Company's Registrar & Transfer Agents for shares is Bigshare Service Private Limited (BSPL). BSPL is a SEBI registered Registrar & Transfer Agent. The contact details of BSPL are mentioned in the Report on Corporate Governance. Investors are requested to address their queries, if any to BSPL; however, in case of difficulties, as always, they are welcome to contact the Company's Compliance Officer, the contact particulars of which are contained in the Report on Corporate Governance.

Fixed Deposit

Your Company has not accepted any deposit from the public during the year within the meaning of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Employees

The Company does not have any employee covered under the provisions of Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and therefore, this information has not been furnished as part of this Report.

The prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure I and forms a part of this Report of the Directors.

Vigil Mechanism

The Company has a Vigil Mechanism and Whistle-Blower Policy to deal with instances of fraud and mis- management, if any, and conducting business with integrity, including in accordance with all applicable laws and regulations.

Auditors

M/s S. P. Jain & Associates, Chartered Accountants were appointed as statutory auditors at previous AGM to hold office till the conclusion of 44th AGM subject to ratification of the appointment by the members at every AGM. In terms of Section 139 of the Companies Act, 2013, appointment of M/s S. P. Jain & Associates as Auditors of the Company is recommended for ratification at the ensuing AGM.

Auditors' Report

The Auditors' Report to the shareholders does not contain any reservation, qualification or adverse remark.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Grishma Khandwala, Practicing Company Secretary (C.P. No. 1500) to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the financial year ended 31st March, 2015 is annexed herewith as 'Annexure – III' to this Report. The Secretarial Audit Report does not contain any reservation, qualification or adverse remark.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure II.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

d) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

e) During the year under review, there were no cases filed or reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgement

The Directors wish to take this opportunity to express their sincere thanks to the Company's Bankers for their valuable support and the Shareholders for their unflinching confidence in the Company.

Corporate Governance:

A detailed report on Corporate Governance forms part of this Annual Report. The Auditors' Certificate on compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Rikeen P. Dalal Tej P. Dalal

Director Director

Place : Mumbai

Date : 18th August, 2015

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting 41st Annual Report and the Audited Statement of Accounts of your Company for the year ended 31st March, 2014 .

FINANCIAL RESULTS:

The salient features of the Company''s working for the year under review are as under:

(Rs. In lacs)

Year Ended Year Ended 31.03.2014 31.03.2013

Sales and other Income 2446.14 2170.12

Gross Profit / (Loss) for the year before Depreciation & Taxation (20.40) 53.24

Depreciation 5.60 9.05

Profit / ( Loss ) Before Taxation (26.00) 44.19

Provision for Taxation (net) (0) (6.98)

Deferred Tax 0.35 2.83

Net Profit / ( Loss ) 25.65 40.04

FIXED DEPOSIT:

Your Company has not accepted any deposit from the public during the year within the meaning of Section 58-A and 58-AA of the Companies Act, 1956 and the rules framed there under.

DIRECTORS:

In accordance with Article of 70 of the Article of Association of the Company Mr. Riken Dalal, a Director retires by rotation and being eligible offers himself for re-appointment.

Further the Board of Directors has appointed Mr. Maanoj Desae as Additional Directors w.e.f. 1st April, 2014. Pursuant to Section 161 of the Companies Act, 2013, and Article 83 of the Articles of Association of the Company, Mr. Desae will hold office upto the date of the ensuing Annual General Meeting of the Company and is eligible for appointment as Director.

Further as per the provisions of the Companies Act, 2013, Mr. Roshan Jain and Mr. Maanoj Desae, the independent Directors of the Company will have to be appointed by the members for a term upto five consecutive years, and no independent Director shall be liable to retire by rotation.

Mr. Jain and Mr. Desae have given the declaration to the Company under Section 149(6) of the Companies Act, 2013, that they qualify the with the criteria of Independence mentioned under that sub-section. Accordingly it is proposed to appoint them as Independent Directors not liable to retire by rotation for a term of five years from the ensuing Annual General Meeting.

Necessary resolutions for the appointment / re-appointment of the aforesaid Directors have been included in the notice convening the ensuing AGM and requisite details have been provided in the explanatory statement of the Notice. Your Directors commend their appointment/ re-appointment.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164(2) of the Companies Act, 2013.

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

The Company has no manufacturing activities. Hence, the information pursuant to the provisions of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 have not been furnished. The Company has neither earned nor spent any foreign exchange during the accounting year ended 2013-14.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and therefore, this information has not been furnished as part of this Report.

AUDITORS:

M/s. S. P Jain & Associates, Chartered Accountants, who are the Statutory Auditors of the Company, hold office upto the conclusion of the ensuing Annual General Meeting. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, the Board recommends the re-appointment of M/s. S. P. Jain & Associates as auditors of the Company. If re-appointed, they will hold office from the conclusion of the current AGM to the conclusion of the following AGM.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

I. In the preparation of the annual accounts, the applicable accounting standards have been followed;

II. Appropriate accounting policies have been selected and applied consistently, and 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 at March, 31, 2014 and of the Profit & Loss of the Company for the period April 1st 2013 to March 31st 2014.

III. Proper and sufficient care has been taken 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;

IV. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 to the Listing Agreement with the Stock Exchange a Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance form part of this Report.

COMPLIANCE CERTIFICATE:

The Compliance Certificate dated 20th August, 2014 in terms of Section 383 A of the Companies Act, 1956 issued by Mrs. Grishma Khandwala, Company Secretary in whole time practice is attached.

ACKNOWLEDGEMENT:

The Directors wish to take this opportunity to express their sincere thanks to the Company''s Bankers for their valuable support and the Shareholders for their unflinching confidence in the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Rikeen P. Dalal Tej P. Dalal Director Director Place : Mumbai Date : 20th August, 2014

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Mar 31, 2012

The Directors have pleasure in presenting 39th Annual Report and the Audited Statement of Accounts of your Company for the year ended 31st March, 2012.

FINANCIAL RESULTS:

The salient features of the Company's working for the year under review are as under: (Rs. In lacs) Year Ended Year Ended 31.03.2012 31.03.2011

Sales and other Income 216.35 943.62

Gross Profit/(Loss) for the year before Depreciation & Taxation (25.83) 60.71

Depreciation 9.18 6.22

Profit/(Loss) Before Taxation (35.01) 54.48

Provision for Taxation (net) (0.27) 9.38

Deferred Tax (0.37) (0.29)

Net Profit/(Loss) (34.91) 45.40

FIXED DEPOSIT:

Your Company has not accepted any deposit from the public during the year within the meaning of Section 58-A and 58-AA of the Companies Act, 1956 and the rules framed there under.

DIRECTORS:

In accordance with Article of 70 of the Article of Association of the Company Dr. C.A.Varghese a Director retires by rotation and being eligible offers himself for re-appointment.

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

The Company has no manufacturing activities. Hence, the information pursuant to the provisions of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 have not been furnished. The Company has neither earned nor spent any foreign exchange during the accounting year ended 2011 - 12.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and therefore, this information has not been furnished as part of this Report.

AUDITORS:

Shareholders are requested to appoint Auditors to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting. The retiring Auditors M/s. S. P. Jain & Associates, Chartered Accountants., being eligible, offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

I. In the preparation of the annual accounts, the applicable accounting standards have been followed;

II. Appropriate accounting policies have been selected and applied consistently, and 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 at March, 31, 2012 and of the Profit & Loss of the Company for the period April 1st 2011 to March 31st 2012.

III. Proper and sufficient care has been taken 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;

IV. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 to the Listing Agreement with the Stock Exchange a Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance form part of this Report.

COMPLIANCE CERTIFICATE:

The Compliance Certificate dated 26th July 2012 in terms of Section 383 A of the Companies Act, 1956 issued by Mrs. Grishma Khandwala, Company Secretary in whole time practice is attached.

ACKNOWLEDGEMENT:

The Directors wish to take this opportunity to express their sincere thanks to the Company's Bankers for their valuable support and the Shareholders for their unflinching confidence in the Company.

For and on behalf of the Board of Directors

Rikeen P. Dalai Tej P. Dalai

Director Director

Place : Mumbai

Date : 26th July, 2012

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Mar 31, 2011

The Members,

The Directors have pleasure in presenting 38th Annual Report and the Audited Statement of Accounts of your Company for the year ended 31st March, 2011.

FINANCIAL RESULTS:

The salient features of the Company's working for the year under review are as under:

(Rs. In lacs)

Year Ended Year Ended 31.03.2011 31.03.2010

Sales and other Income 945.71 926.13

Gross Profit for the year before 60.71 193.35 Depreciation & Taxation

Depreciation 6.22 4.72

Profit Before Taxation 54.48 188.63

Provision for Taxation (net) 9.38 28.05

Deferred Tax (0.29) (0.79)

Net Profit 45.40 161.36

FIXED DEPOSIT:

Your Company has not accepted any deposit from the public during the year within the meaning of Section 58-A and 58-AA of the Companies Act, 1956 and the rules framed there under.

DIRECTORS:

In accordance with Article of 70 of the Article of Association of the Company Mr. Rikeen P. Dalal, a Director retires by rotation and being eligible offers himself for re-appointment.

Mr. Vithal Dahake, Director resigned from the Board on 17th January, 2011. Your Directors wish to place on record their appreciation for the services rendered by Mr. Dahake during his tenure as a Director of the Company.

Mr. Roshan Jain was appointed as an Additional Director of the Company on 17th January 2011. By virtue of the provision of Section 260 of the Company's Act 1956, he shall hold office only upto the conclusion of this Annual General Meeting. The Company has received Notice in writing from members of the Company proposing his appointment as Director in accordance with provisions of Section 257 of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO AND ENVIORNMENT SAFETY:

The Company has no manufacturing activities. Hence, the information pursuant to the provisions of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 have not been given. The Company has neither earned nor spent any foreign exchange during the accounting year ended 2010 - 11.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and therefore, this information has not been furnished as part of this Report.

AUDITORS:

Shareholders are requested to appoint Auditors to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting. The retiring Auditors M/s. S. P. Jain & Associates, Chartered Accountants., being eligible, offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

I. In the preparation of the annual accounts, the applicable accounting standards have been followed;

II. Appropriate accounting policies have been selected and applied consistently, and 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 at March, 31 2011 and of the Profit & Loss of the Company for the period April 1st 2010 to March 31st 2011.

III. Proper and sufficient care has been taken 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;

IV. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 to the Listing Agreement with the Stock Exchange a Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance form part of this Report.

COMPLIANCE CERTIFICATE:

The Compliance Certificate dated 16th August'2011 in terms of Section 383 A of the Companies Act, 1956 issued by Mrs. Grishma Khandwala, Company Secretary in whole time practice is attached.

ACKNOWLEDGEMENT:

The Directors wish to take this opportunity to express their sincere thanks to the Company's Bankers for their valuable support and the Shareholders for their unflinching confidence in the Company.

For and on behalf of the Board of Directors

Rikeen P. Dalal Tej P. Dalal Director Director

Place : Mumbai Date : 16th August, 2011.

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Mar 31, 2010

The Directors have pleasure in presenting Z7th Annual Report and the Audited Statement of Accounts of your Company for the year ended 31st March, 2010.

FINANCIAL RESULTS:

The salient features of the Companys working for the year under review are as under

(Rs. In lacs)

Year Ended Year Ended 31.03.2010 31.03.2009

Sales and other Income 926.13 644.26

Gross Profit/ (Loss) for the year before

Depreciation & Taxation 193.35, (295.23)

Depreciation 4.72 5.97

Profit/ (Loss) Before Taxation 188.63 (301.20)

Provision for Taxation

(Including Fringe Benefit Tax) (net) 28.05 22.06

Deferred Tax (0.79) 13.19

Net Profit/ (Loss) 161.36 (336.45)

FIXED DEPOSIT:

Your Company has not accepted any deposit from the public within the meaning of Section 58-A and 58-AA of the Companies Act, 1956 and the rules framed there under.

DIRECTORS:

In accordance with Article of 70 of the Article of Association of the Company Smt, Tej R Dalai, a Director retires by rotation and being eligible offers herself for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO AND ENVIORNMENT SAFETY:

The Company has no manufacturing activities. Hence, the information pursuant to the provisions of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 have not been given. The Company has neither earned nor spent any foreign exchange during the accounting year ended 2009 -10.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and therefore, this information has not been furnished as part of this Report.

AUDITORS:

Shareholders are requested to appoint Auditors to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting. The retiring Auditors M/s. S. R Jain & Associates, Chartered Accountants., being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

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

I. In the preparation of the annual accounts, the applicable accounting standards have been followed;

II. Appropriate accounting policies have been selected and applied consistently, and 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 at March, 31st 2010 and of the Profit & Loss of the Company for the period April 1st 2009 to March, 31st 2010.

III. Proper and sufficient care has been taken 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;

IV. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 to the Listing Agreement with the Stock Exchange a Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance form part of this Report

COMPLIANCE CERTIFICATE :

The Compliance Certificate dated 23rd August 2010 in terms of Section 383 A of the Companies Act 1956 issued by Mrs. Grishma Khandwala, Company Secretary in Whole time practice is attached.

ACKNOWLEDGEMENT:

The Directors wish to take this opportunity to express their sincere thanks to the Companys Bankers for their valuable support and the Shareholders for their unflinching confidence in the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Rikeen R Dalai Tej P. Dalai Director Director

Place: Mumbai Date : 23rd August 2010.