Directors Report of Sparc Electrex Ltd.

Mar 31, 2014

Dear Members,

The Directors present the Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2014.

Financial Highlights

Rs. In lacs 2013- 2014 2012-2013 Revenue from operations & other income 18.43 40.72

Less Total Expenses Except Depreciation (36.67) (76.68)

Profit before Depreciation (18.23) (35.96)

Less Depreciation (5.83) (5.83)

Profit / (Loss) Before Exceptional, Extraordinary & Prior Period Item (24.06) (41.79)

Prior-Period Expenses 1.02 -

Profit / (Loss) Before Tax (25.08) (41.79)

Less Provision for Taxation - Current Year - (0.45)

Income Tax for Earlier years (0.11) -

Add / Less Deferred Tax Assets / Liabilities 1.39 (6.72)

Profit (Loss) after Tax (23.79) (48.96)

Add Balance Profit brought forward from previous year (53.08) (4.12)

Surplus carried to Balance Sheet (76.87) (53.08)

Operations

During the year, income of the Company from operations was Rs. 16.61 lacs as compared to Rs. 16.60 lacs during the previous year. The Company has incurred a net loss amounting Rs. 23.79 lacs as compared to a net loss of Rs. 48.96 lacs during the previous year.

The Management intends to continue to pursue Software and Hardware Solutions for Office Automation, Electronic Security Systems, Embedded and Internet Appliances. The Company continues to leverage its exiting technologies and continues to add several new clients covering different industry segments.

Dividend

The Directors do not recommend declaration of any dividend for the year.

Fixed Deposits

The Company has not invited or accepted any Public Deposits during the year.

Particulars of Employees

Particulars of employees under Section 217(2A) of the Companies Act, 1956 read with The Companies (Particulars of Employees) Rules, 1975 as amended have not been furnished, as there was no employee in the aforesaid category.

Statutory Information

Information in accordance with the provisions of 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, requiring disclosure of particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure ''A'' forming part of this Report.

Directors

Mr. Anand Raj Jain, Director of the Company retires by rotation from the Board of Directors and being eligible, offer himself for re-appointment.

Further, the Board of Directors of the Company is seeking appointment of Mr. Amit Bothra, Mr. Santosh Shetty & Mr. Bharat Jain, Independent Directors (who were appointed as Directors pursuant to the provisions of Companies Act, 1956 with their period of office liable to determination by retirement of directors by rotation and were independent in terms of clause 49 of the Listing Agreement). Mr. Amit Bothra, Mr. Santosh Shetty & Mr. Bharat Jain appointment as independent directors in terms of section 149 and other applicable provisions of the Companies Act, 2013, for a term of five consecutive years, from the conclusion of this Annual General Meeting

Further, in terms of section 152 of the Act, the Board recommends for shareholders'' approval, the period of office of Mr. J. T. D''souza Managing Director and Ms. Punit Neb, Whole-time Director to be liable to determination by rotation.

Related Parties

A statement of Related Party transactions pursuant to Accounting Standard 18 forms a part of notes to accounts.

Corporate Governance Report

Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate Governance, together with a certificate from Statutory Auditors is given in Annexure ''B'' forming part of this Report.

Management Discussion and Analysis Report

Pursuant to Clause 49 of the Listing Agreement, a Management Analysis Report, giving segment wise performance and outlook, is given in Annexure ''C'' forming part of this Report.

Secretarial Compliance Report

Pursuant to Section 383A(1) of the Companies Act, 1956, a copy of the Compliance Certificate issued by a Practicing Company Secretary for the year ended March 31, 2014 is attached herewith, forming part of this Report.

Directors'' Responsibility Statement

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

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed with proper explanation relating to material departures;

2. Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at March 31, 2014 and of the loss of the Company for the year;

3. 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 & for preventing & detecting fraud & other irregularities;

4. The Annual Accounts have been prepared on a going concern basis.

Listing and Dematerealisation of Shares

The Equity Capital of the Company is listed on Bombay Stock Exchange Ltd., Ahemdabad Stock Exchange Ltd., and The Bangalore Stock Exchange Ltd. The Company has paid the listing fees for the year 2014-2015 to Bombay Stock Exchange Ltd., Ahemdabad Stock Exchange Ltd. and The Bangalore Stock Exchange Ltd.

Auditors

M/s. R Soni & Co., Chartered Accountants, the Auditors of the Company, retire at the conclusion of this Annual Meeting and are eligible for re-appointment. Members are requested to appoint Auditors and fix their remuneration. The Directors take this opportunity to acknowledge with gratitude the valuable services rendered by M/s. R Soni & Co.

Auditors'' Remarks

Further to the observations made by the Auditors for the year under review, the Company has registered with Service Tax authorities under the Service Tax Voluntary Compliance Encouragement Scheme 2013. Under this scheme, the total payable Service Tax amount and interest thereon has to be paid in two installments of which the first installment has already been paid. The balance amount of Rs. 1,45,303/- will be paid within the stipulated time period. The VAT amount of Rs. 49,920/- has been paid to the relevant authorities in May 2014.

Vigil Mechanism

A vigil mechanism policy has been established for the Companys'' Directors and Employees to safeguard against victimization of persons who use vigil mechanism and report genuine concerns.

Acknowledgments

The Directors acknowledge with gratitude the co-operation and assistance extended to the Company by Shareholders, Employees, Customers, Bankers, Auditors, Registrar & Share Transfer Agents and Vendors.

For and on behalf of the Board J. T. D''souza Chairman & Managing Director Mumbai, May 30, 214

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Mar 31, 2013

The Directors present the Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2013.

Financial Highlights



Rs. In acs

2012 - 2013 2011 - 2012

Profit before Depreciation (35.96) 2.64

Less Depreciation (5.83) (5.83)

Profit (Loss) after Depreciation (41.79) (3.18)

Less Provision for Taxation – Current Year (0.45) (0.25)

Add Deferred Tax Assets / Liabilities (6.72) 1.27

Profit (Loss) after Tax (48.96) (2.17)

Add Balance Profit brought forward from previous year (4.12) (1.95)

Surplus carried to Balance Sheet (53.08) (4.12)



Operations

During the year, income of the Company was Rs. 16.60 lacs as compared to Rs. 6.37 lacs during the previous year. The Company has incurred a net loss amounting Rs. 48.96 lacs as compared to a net loss of Rs. 2.17 lacs during the previous year.

The Management intends to continue to pursue Software and Hardware Solutions for Office Automation, Electronic Security Systems, Embedded and Internet Appliances. The Company continues to leverage its exiting technologies and continues to add several new clients covering different industry segments.

Dividend

The Directors do not recommend declaration of any dividend for the year.

Fixed Deposits

The Company has not invited or accepted any Public Deposits during the year.

Particulars of Employees

Particulars of employees under Section 217(2A) of the Companies Act, 1956 read with The Companies (Particulars of Employees) Rules, 1975 as amended have not been furnished, as there was no employee in the aforesaid category.

Statutory Information

Information in accordance with the provisions of 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, requiring disclosure of particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure ''A'' forming part of this Report.

Directors

Mr. Anand Raj Jain and Mr. Amit Bothra, Directors of the Company retire by rotation from the Board of Directors and being eligible, offer themselves for re-appointment.

During the year Mr. J. T. D''souza & Ms. Punit Neb have been re-appointed as Managing Director & Whole-time Director respectively w.e.f. December 1, 2012, for a period of three years.

Related Parties

A statement of Related Party transactions pursuant to Accounting Standard 18 forms a part of notes to accounts.

Corporate Governance Report

Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate Governance, together with a certificate from Statutory Auditors is given in Annexure ''B'' forming part of this Report.

Management Discussion and Analysis Report

Pursuant to Clause 49 of the Listing Agreement, a Management Analysis Report, giving segment wise performance and outlook, is given in Annexure ''C'' forming part of this Report.

Secretarial Compliance Report

Pursuant to Section 383A(1) of the Companies Act, 1956, a copy of the Compliance Certificate issued by a Practicing Company Secretary for the year ended March 31, 2013 is attached herewith, forming part of this Report.

Directors'' Responsibility Statement

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

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed with proper explanation relating to material departures;

2. Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at March 31, 2013 and of the loss of the Company for the year;

3. 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 & for preventing & detecting fraud & other irregularities;

4. The Annual Accounts have been prepared on a going concern basis.

Listing and Dematerealisation of Shares

The Equity Capital of the Company is listed on Bombay Stock Exchange Ltd., Ahemdabad Stock Exchange Ltd., and The Bangalore Stock Exchange Ltd. The Company has paid the listing fees for the year 2013-2014 to Bombay Stock Exchange Ltd., Ahemdabad Stock Exchange Ltd. and The Bangalore Stock Exchange Ltd.

Auditors

M/s. R Soni & Co., Chartered Accountants, the Auditors of the Company, retire at the conclusion of this Annual Meeting and are eligible for re-appointment. Members are requested to appoint Auditors and fix their remuneration. The Directors take this opportunity to acknowledge with gratitude the valuable services rendered by M/s. R Soni & Co.

Auditors'' Remarks

The observations made by the Auditors for the year under review are self-explanatory and need no further comments from the Directors.

OTS with Maharashtra State Financial Corporation [MSFC]

The Company had entered into an One-Time-Settlement [OTS] with Maharashtra State Financial Corporation [MSFC]. The Company has paid the complete amount as per terms of the OTS and obtained no dues letter from MSFC.

Acknowledgments

The Directors acknowledge with gratitude the co-operation and assistance extended to the Company by Shareholders, Employees, Customers, Bankers, Auditors, Registrar & Share Transfer Agents, Maharashtra State Financial Corporation and Vendors.

For and on behalf of the Board

J. T. D''souza

Chairman & Managing Director

Mumbai, May 30, 2013

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Mar 31, 2012

The Directors present the Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31st 2012.

Financial Highlights

Rs. In lacs 2011 - 2012 2010 - 2011

Profit before Depreciation 2.64 2.58

Less Depreciation (5.83) (5.83)

Profit (Loss) after Depreciation (3.18) (3.25)

Less Provision for Taxation Current Year (0.25) (0.18)

Less Provision for Taxation – Earlier Year NIL (0.18)

Add Excess Provision – Earlier Year W/B NIL 0.02

Add Deferred Tax Assets / Liabilities 1.27 1.61

Profit (Loss) after Tax (2.17) (1.98)

Add Balance Profit brought forward from previous year (1.95) 0.03

Surplus carried to Balance Sheet (4.12) (1.95)

Operations

During the year, income of the Company was Rs. 6.37 lacs as compared to Rs. 10.01 lacs during the previous year. The Company has incurred a net loss amounting Rs. 2.17 lacs as compared to a net loss of Rs. 1.98 lacs during the previous year.

The Management intends to continue to pursue Software and Hardware Solutions for Office Automation, Electronic Security Systems, Embedded and Internet Appliances. The Telematic range of products have been expanded and the Company has launched Server room monitoring equipment. The Company continues to add several new clients covering different industry segments which are expected to generate revenues. The Company's Vehicle Asset Tracking and Delivery Systems have been well received. Sales of the same are expected to pick-up in synchronisation with the recovery in the gems & jewelery segment. The Company's Biometric Security products are being pushed hard in the market. The Company's existing systems and components like Video Conference, Security Systems, Firewalls, Access Control Systems etc are spreading into the market.

Dividend

The Directors do not recommend declaration of any dividend for the year.

Fixed Deposits

The Company has not invited or accepted any Public Deposits during the year.

Particulars of Employees

Particulars of employees under Section 217(2A) of the Companies Act, 1956 read with The Companies (Particulars of Employees) Rules, 1975 as amended have not been furnished, as there was no employee in the aforesaid category.

Statutory Information

Information in accordance with the provisions of 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, requiring disclosure of particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure 'A' forming part of this Report.

Directors

Mr. Santosh Shetty and Mr. Bharat Jain, Directors of the Company retire by rotation from the Board of Directors and being eligiblest offer themselves for re-appointment.

Related Parties

A statement of Related Party transactions pursuant to Accounting Standard 18 forms a part of notes to accounts.

Directors' Responsibility Statement

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

1. In the preparation of the Annual Accountsst the applicable accounting standards have been followed with proper explanation relating to material departures;

2. Appropriate accounting policies have been selected and applied consistentlyst and have made judgements and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at March 31st 2012 and of the loss of the Company for the year;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Actst 1956 for safeguarding the assets of the Company & for preventing & detecting fraud & other irregularities;

4. The Annual Accounts have been prepared on a going concern basis.

Corporate Governance Report

Pursuant to Clause 49 of the Listing Agreementst a Report on Corporate Governancest together with a certificate from Statutory Auditors is given in Annexure 'B' forming part of this Report.

Management Discussion and Analysis Report

Pursuant to Clause 49 of the Listing Agreementst a Management Analysis Reportst giving segment wise performance and outlookst is given in Annexure 'C' forming part of this Report.

Secretarial Compliance Report

Pursuant to Section 383A(1) of the Companies Actst 1956st a copy of the Compliance Certificate issued by a Practicing Company Secretary for the year ended March 31st 2012 is attached herewith, forming part of this Report.

Listing and Dematerealisation of Shares

The Equity Capital of the Company is listed on Bombay Stock Exchange Ltd., Ahemdabad Stock Exchange, and Bangalore Stock Exchange. The Company has paid the listing fees for the year 2012-2013 to Bombay Stock Exchange Ltd.

Auditors

M/s. R Soni & Co., Chartered Accountants, the Auditors of the Company, retire at the conclusion of this Annual Meeting and are eligible for re-appointment. Members are requested to appoint Auditors and fix their remuneration. The Directors take this opportunity to acknowledge with gratitude the valuable services rendered by M/s. R Soni & Co.

Auditors’ Remarks

The observations made by the Auditors for the year under review are self-explanatory and need no further comments from the Directors.

OTS with Maharashtra State Financial Corporation [MSFC]

The Company had entered into a One-Time-Settlement [OTS] with Maharashtra State Financial Corporation [MSFC]. The Company has paid the complete amount as per terms of the OTS and is awaiting relevant documents from MSFC.

Acknowledgments

The Directors acknowledge with gratitude the co-operation and assistance extended to the Company by Shareholders, Employees, Customers, Bankers, Auditors, Maharashtra State Financial Corporation and Vendors.

For and on behalf of the Board

J. T. Dsouza

Chairman & Managing Director

Mumbai, May 29th 2012

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Mar 31, 2011

The Directors present the Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2011.

Financial Highlights

Rs. In lacs

2010 - 2011 2009 - 2010

Profit before Depreciation 2.58 2.93

Less Depreciation (5.83) (5.74)

Profit (Loss) after Depreciation (3.25) (2.81)

Less Provision for Taxation (0.34) 0.14

Add Deferred Tax Assets / Liabilities 1.61 (0.43)

Profit (Loss) after Tax (1.98) (2.53)

Add Balance Profit brought forward from previous year 0.03 2.55

Surplus carried to Balance Sheet (1.95) 0.03

Operations

During the year, income of the Company was Rs. 10.01 lacs as compared to Rs. 11.44 lacs during the previous year. The Company has incurred a net loss amounting Rs. 1.98 lacs as compared to a a net loss of Rs. 2.53 lacs during the previous year.

The Management intends to continue to pursue Software and Hardware Solutions for Office Automation, Electronic Security Systems, Embedded and Internet Appliances. The Telematic range of products have been expanded and the Company has launched Server room monitoring equipment. The Company continues to add several new clients covering different industry segments which are expected to generate revenues. The Company's Vehicle Asset Tracking and Delivery Systems have been well received. Sales of the same are expected to pick-up in synchronisation with the recovery in the gems & jewellery segment. The Company's Biometric Security products are being pushed hard in the market. The Company's existing systems and components like Video Conference, Security Systems, Firewalls, Access Control Systems etc are spreading into the market.

Dividend

The Directors do not recommend declaration of any dividend for the year.

Fixed Deposits

The Company has not invited or accepted any Public Deposits during the year.

Particulars of Employees

Particulars of employees under Section 217(2A) of the Companies Act, 1956 read with The Companies (Particulars of Employees) Rules, 1975 as amended have not been furnished, as there was no employee in the aforesaid category.

Statutory Information

Information in accordance with the provisions of 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, requiring disclosure of particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure 'A' forming part of this Report.

Directors

Mr. Anand Raj Jain and Mr. Amit Bothra, Directors of the Company retire by rotation from the Board of Directors and being eligible, offer themselves for re-appointment.

Directors' Responsibility Statement

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

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed with proper explanation relating to material departures;

2. Appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at March 31, 2011 and of the loss of the Company for the year;

3. 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 & for preventing & detecting fraud & other irregularities;

4. The Annual Accounts have been prepared on a going concern basis.

Corporate Governance Report

Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate Governance, together with a certificate from Statutory Auditors is given in Annexure 'B' forming part of this Report.

Management Discussion and Analysis Report

Pursuant to Clause 49 of the Listing Agreement, a Management Analysis Report, giving segment wise performance and outlook, is given in Annexure 'C' forming part of this Report.

Secretarial Compliance Report

Pursuant to Section 383A(1) of the Companies Act, 1956, a copy of the Compliance Certificate issued by a Practising Company Secretary for the year ended March 31, 2011 is attached herewith, forming part of this Report.

Listing and Dematerialisation of Shares

The Equity Capital of the Company is listed on Bombay Stock Exchange Ltd., Ahemdabad Stock Exchange, and Bangalore Stock Exchange. The Company has paid the listing fees for the year 2011-2012 to Bombay Stock Exchange Ltd.

Auditors

M/s. R Soni & Co., Chartered Accountants, the Auditors of the Company, retire at the conclusion of this Annual Meeting and are eligible for re-appointment. Members are requested to appoint Auditors and fix their remuneration. The Directors take this opportunity to acknowledge with gratitude the valuable services rendered by M/s. R Soni & Co.

Auditors’ Remarks

The observations made by the Auditors for the year under review are self-explanatory and need no further comments from the Directors.

OTS with MSFC [MSFC]

The Company has submitted a proposal to Maharashtra State Financial Corporation [MSFC] for one-time-settlement. Acknowledgements

The Directors acknowledge with gratitude the co-operation and assistance extended to the Company by Shareholders, Employees, Customers, Bankers, Auditors, Maharashtra State Financial Corporation and Vendors.

For and on behalf of the Board

J. T. D’souza

Chairman & Managing Director

Mumbai, May 31, 2011

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Mar 31, 2010

The Directors present the Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2010.

Financial Highlights

Rs. In lacs

2009-2010 2008-2009

Profit before Depreciation 2.93 4.24

Less Depreciation (5.74) (5.68)

Profit (Loss) after Depreciation (2.81) (1-43)

Less Provision for Taxation 0.14 0.34

Less provision for Fringe Benefit Tax 0.00 0.17

Add Deferred Tax Assets / Liabilities (0.43) (0.92)

Profit (Loss) after Tax (2.53) 0.48

Add Balance Profit brought forward from previous year 2.55 2.07

Surplus carried to Balance Sheet 0.03 2.55

Operations

During the year, income of the Company was Rs. 11.44 lacs as compared to Rs. 11.10 lacs during the previous year. The Company has incurred a net loss amounting Rs. 2.53 lacs as compared to a profit of Rs. 0.48 lacs during the previous year.

The Management intends to continue to pursue Software and Hardware Solutions for Office Automation, Electronic Security Systems, Embedded and Internet Appliances. The Telematic range of products have been expanded and the Company has launched Server room monitoring equipment. The Company continues to add several new clients covering different industry segments which are expected to generate revenues. The Companys Vehicle Asset Tracking and Delivery Systems have been well received. Sales of the same are expected to pick-up in synchronisation with the recovery in the gems & jewellery segment. The Companys Biometric Security products are being pushed hard in the market. The Companys existing systems and components like Video Conference, Security Systems, Firewalls, Access Control Systems etc are spreading into the market.

Dividend

The Directors do not recommend declaration of any dividend for the year.

Fixed Deposits

The Company has not invited or accepted any Public Deposits during the year.

Particulars of Employees

Particulars of employees under Section 217(2A) of the Companies Act, 1956 read with The Companies (Particulars of Employees) Rules, 1975 as amended have not been furnished, as there was no employee in the aforesaid category.

Statutory Information

Information in accordance with the provisions of 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, requiring disclosure of particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure A forming part of this Report.

Directors

Mr. Santosh Shetty and Mr. Bharat Jain, Directors of the Company retire by rotation from the Board of Directors and being eligible, offer themselves for re-appointment.

During the year Mr. J. T. Dsouza & Ms. Punit Neb have been re-appointed as Managing Director & Wholetime Director respectively w.e.f. December 1, 2009, for a period of three years.

Directors Responsibility Statement

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

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed with proper explanation relating to material departures;

ii. Appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at March 31, 2010 and of the loss of the Company for the year;

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 & for preventing & detecting fraud & other irregularities;

iv. The Annual Accounts have been prepared on a going concern basis.

Corporate Governance Report

Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate Governance, together with a certificate from Statutory Auditors is given in Annexure B forming part of this Report.

Management Discussion and Analysis Report

Pursuant to Clause 49 of the Listing Agreement, a Management Analysis Report, giving segment wise performance and outlook, is given in Annexure C forming part of this Report.

Secretarial Compliance Report

Pursuant to Section 383A(1) of the Companies Act, 1956, a copy of the Compliance Certificate issued by a Practising Company Secretary for the year ended March 31, 2010 is attatched herewith, forming part of this Report.

Listing and Dematerealisation of Shares

The Equity Capital of the Company is listed on Bombay Stock Exchange Ltd., Ahemdabad Stock Exchange, and Bangalore Stock Exchange. The Company has paid the listing fees for the year 2010-2011 to Bombay Stock Exchange Ltd. On November 5, 2009, suspension of trading of the Companys Equity Shares was revoked by Bombay Stock Exchange Ltd.

Auditors

During the year under review, Auditors to the Company M/s. Sanklecha & Co., Chartered Accountants, have changed their organizations name to M/s. Singhal Sanklecha & Co., Chartered Accountants.

The Board recommends the appointment of M/s. R Soni & Co., Chartered Accountants as Auditors of the Company for whom the Company has received a notice U/S 225 read with section 190 of the Companies Act from a shareholder seeking their appointment in place of retiring Auditors M/s. Singhal Sanklecha & Co., who have expressed inability to seek the re- appointment on account of other commitments. M/s. R Soni & Co., have confirmed that the appointment if made, shall be with the limit of section 224 (lb) of the Companies Act. 1956.

M/s R Soni & Co. Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting.

The Directors take this opportunity to acknowledge with gratitude the valuable services rendered by M/s. Singhal Sanklecha & Co. as the Companys Auditors.

Auditors Remarks

The observations made by the Auditors for the year under review are self-explanatory and need no further comments from the Directors.

Acknowledgements

The Directors acknowledge with gratitude the co-operation and assistance extended to the Company by Shareholders, Employees, Customers, Bankers, Auditors, Maharashtra State Financial Corporation and Vendors.

For and on behalf of the Board

J. T. Dsouza

Chairman & Managing Director

Mumbai, June 30, 2010