Directors Report of Vaishnavi Gold Ltd.

Mar 31, 2010

The Directors have pleasure in presenting the TENTH ANNUAL REPORT together with the Audited Accounts of the company for the financial year ended 31st March, 2010.

AMALGAMATION OF ERSTWHILE TANMAI JEWELS PVT LTD WITH THE COMPANY

The Scheme of Amalgamation of erstwhile Tanmai Jewels Private Limited (TJPL) with your Company (formerly known as Master Multi-Tech Limited) with effect from 1st April, 2008 (appointed date) was sanctioned by Honble High Court of Andhra Pradesh at Hyderabad wide its order dated 13th July, 2010. Further, the name of your Company was changed from MASTER MULTI-TECH LTD to VAISHNAVI GOLD LTD with effect from 21st September, 2010 and a fresh Certificate of Incorporation was issued by the Registrar of Companies, Hyderabad, Andhra Pradesh.

The amalgamation has enabled creation of an integrated Corporate Structure for Development of Gold Business of the Company, achieving economies of scale, operational and managerial efficiency and enhanced resource mobilization capacity required for growth. It would also result in uniform management philosophy, utilization of common pool of talent, flexibility in funding expansion plans and achieving better cash flows substantially enhancing shareholders value. It would also result in better utilization of resources and capital and would not only create a stronger base for future growth of the Gold business but would also result in creating a better and healthier balance sheet facilitating increasing the share holders Value. The amalgamation also enhances the competitive strength of the Company to participate vigorously in high growth opportunities available in the Gold Sector.

Consequent upon the said amalgamation, the shareholders of erstwhile Tanmai Jewels Private Ltd. as on 15th October, 2010, were allotted 10498500 Equity shares by the Company, as per exchange ratio provided in the sanctioned Scheme.

FINANCIAL RESULTS:

The performance of the company for the financial year ended 31st March 2010 is summarized below.

(Rs. In Lakhs)

PARTICULARS 2009-10 2008-09 (12 Months) (11 Months)

Gross Revenue 17300.78 13926.59

Total Expenditure 16533.02 13060.70

Profit before Financial Charges, Depreciation and Taxation 767.76 866.59

Less: Financial Charges 337.11 252.52

Depreciation 116.17 64.95

Profit/(Loss) before Tax (PBT) & Extra Ordinary Item 314.48 548.43

Add: Extra Ordinary Item 0.00 32.96

Profit/(Loss) before Tax (PBT) 314.48 581.39

Less: Provision for Current Tax 87.59 69.21

Fringe Benefit Tax 0.00 3.02

Deferred Tax Liability / (Asset) 12.73 90.88

Profit/(Loss) after Tax 214.13 418.27

Less : Provision for Dividend 92.00 0.00

Balance carried to Balance Sheet 122.13 418.27

PERFORMANCE

The Income from Operations stood at Rs. 17300.78 Lakhs as against Rs. 13926.59 Lakhs for the corresponding previous year. The Company posted Profit before tax of 314.48 Lakhs as against Rs. 548.43 Lakhs( including extra ordinary income of Rs .32.96 Lakhs) for the previous year and Profit after Tax of Rs. 214.43. Lakhs as against Rs. 418.27 Lakhs for the corresponding period.

FUTURE OUTLOOK:

In the Coming Financial Years, the Board will put its major thrust in developing domestic Jewellery Market, with its Innovative products and Schemes. The company will put efforts to make the best use of the Synergies resources available consequent to Merger.

The company has recently opened its new retail Jewellery Show Room in Kukatpally Hyderabad with a Floor area of 4500 sqfts. The Company plans to Expand its chain of stores acorss India, beginning with South.

DIVIDEND:

Your Directors recommend 5% dividend on each Equity share of Rs 10/- Each for the financial year 2009-2010.

FIXED DEPOSITS:

The company has neither accepted nor renewed any deposits falling within the provisions of Section 58Aof the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

DIRECTORS:

During the Year Mr.Ch.Raghu, Mr.B.Chandrasekhara Rao, Mr.B.Ramakrishna, M.Satyanarayana, Mr.D.Murali.Mr.K.Sandeep were resigned from the Board as Directors Since Last AGM.

And Mrs.K.Srivalli, Mr.N.Venkata Subbarao.were appointed as Directors w.e.f. 15.05.2010 and Further Mr.M.J.V.V.D.Prakash, MrsM.Jyothsna Lakshmi & K.Narsi Reddy were appointed as Directors w.e.f. 15.10.2010.

Upon Merger of Tanmai Jewels Pvt Ltd with the Companey then Mr.Ch.Raghu, resigned from the office of the Director as on 15.10.2010 and Mr.M.J.V.V.D.Prakash was appointed as Managing Director in accordance with the provisions of Section 269 read with Schedule XIII of the Act, for a period of 5 years with a remuneration of Rs 50000/- Per Month and Mrs. M.Jyothsna Lakshmi appointed as Executive Director with a Remuneration of Rs 50000/- Per Month w.e.f 15.10.2010 for a period of 5 Years.

AUDITORS:

M/s P.S.Nagaraju & Co, Chartered Accountant, Hyderabad, retire at the conclusion of ensuing Annual General Meeting & being eligible, offer himself for re-appointment. He has furnished a certificate stating that his re-appointment, if made, will be within the limits laid down under Section 224(1 B) of the Companies Act, 1956. The Board recommends his re-appointment fortheFY2010-11

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, and as amended from time to time as remuneration of none of the employees is in excess of Rs.2,00,000/- per month, if employed for the part of year or Rs.24,00,000/- per annum during the financial year 2009-10 .

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(i) that in the preparation of Annual Accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period:

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

(iv) that the directors have prepared the annual accounts on a going concern basis.

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

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given as Annexure A and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditors Certificate on its compliance.

LISTING:

Your Companys shares are presently listed on the Stock Exchanges of Ahmedabad, Calcutta and Pune.

ACKNOWLEDGEMENTS:

Your directors acknowledge the continued support from its management and staff. Your Directors also wish to thank its customers, vendors, banks, service providers as well as regulatory and government authorities for their support and cooperation.

By Order of the Board of Directors For Vaishnavi Gold Limited

Sd/ Sd/- M.J.V.V.D.Prakash M.Jyothsna lakshmi

Managing Director Executive Director

Place : Hyderabad Date : 04.12.2010