Directors Report of Wellness Noni Ltd.

Mar 31, 2014

Dear Members,

The Directors have a great pleasure to present the 22nd Annual Report of your Company together with the Audited Statement of Accounts and the Auditor''s Report thereon for the financial year ended, 31st March, 2014.

1)Business / Financial Results

The working results of the company for the year under report are as under:

Particulars For the financial For the financial period ended period ended 31st March,2014 31st March,2013 (Amount in Rupees) (Amount in Rupees)

Turn Over 4,440,743.15 3,957,322.61

Profit Before Depreciation 676,026.58 589,884.20

Depreciation 83,238.00 71,980.00

Profit / (Loss) after Depreciation 592,788.58 517,904.20

Provision for Tax 189000.00 170000.00

Net Profit After Tax 403788.58 347904.20

Balance Carried over to Balance Sheet 403788.58 347904.20

a) Review of Operation:

During the financial year under review, the Company has made a turnover of Rs 44,40,743.15 from its operation as against Rs. 39,57,322.61 for the previous financial year. The net profit after tax for the financial year is Rs. 4,03,788.58 as against Rs. 3,47,904.20 for the previous financial year..

Your Directors are continuously looking for the avenues for future growth of the company.

b) Share Capital:

During the year, the Company had not allotted any shares during the year and thereby the subscribed and paid share capital of the company stands as Rs.320.00 laks at the end of the financial year 2013-2014.

c) Material Changes and Commitments:

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report. However, the company is opting for the merger plan with a private limited company of "Noni Biotech Private Limited", engaged in the manufacture of NONI Products, which has good fame and reputation for its product in prevailing market and financially sound and well off position. The effective date for the Merger is from 01-04-2014 subject to necessary approvals.

d) Change in the nature of business :

During the period under review, there is no change in the nature of business.

e) Dividend :

To strengthen the capital base, Your Directors do not recommend any dividend for the financial year ended 31st Mach 2014

f) The amount to be proposed to carry to reserves:

The Board of directors has recommended the amount of profits of Rs. 4,03,788.58 to be carried to General Reserves.

g) Details of Subsidiary /Joint Venture / Associate Companies:

During the financial year 2013-14, the company neither acquired nor became the subsidiary or joint venture or associate company.

2) Deposits:

The company has, during the year, not accepted any deposits from the public. Since the company does not have any liability of public deposits during the year, there is no deposit remaining unpaid or unclaimed as at the end of the year and no repayment obligation on deposit and interest thereon and default thereof are applicable.

3) Directors'' Responsibility Statement:

The Board of Directors of the Company confirms that:

a. In preparation of the Annual Accounts, the applicable accounting standards have been followed.

b. 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 and of the profit or loss of the company for that period.

c. The Directors had 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.

d. The Directors had prepared the Annual Accounts on a going concern basis.

e. The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. 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.

4) Directors, Board Committees, Key Managerial Personnel and Remuneration:

a) Present Board of Directors of Wellness Noni Limited :

Sl. Name of the Director Designation No

1 Prof. P I. Peter Director

2 S. Kala Director

3 M. Devi Prabha Director

4 M. Sivakumar Director

5 S. Sridhar Director

6 A. Arunachalam Director

7 T. Thanigaikumar Director

8 S. Sunder Singh Director

b) The statement on declaration given by the independent directors has been enclosed.

c) Re-appointment of Independent Director after completion of five year term:

Sl.No Name of the Director

1 P. I. Peter

2 M. Devi Prabha

3 S. Kala

4 S. Sunder Singh

d) Company''s policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matter provided under sub- section (3) of section 178.

e) During the year, Mr.S.Sunder Singh has been appointed as Additional Individual Director for the Company

g) Particulars of loans, guarantees or investments:

During the year, the company has not made any loans, guarantees or investments under section 186 of the Companies Act, 2013.

h) Particulars of contracts or arrangements with related parties:

During the year, the company has entered the contracts and arrangements with related parties the particulars of which are described as follows:

Sl. Related Party Nature of Contract Aggregate Value No of Contract

1 Noni Biotech Pvt.Ltd Selling of Products Rs. 44,40,743.00

i) Composition of Audit Committee :

The following are the members of the Audit Committee.

Sl. Name of the Member Status of the Member No.

1 M. Sivakumar Chairman

2 S.Kala Member

3 A.Arunachalam Member

j) Nomination and Remuneration Committee:

Remuneration committee as contemplated under the listing agreement is presently non-mandatory and hence not constituted

k) Remuneration Policy :

The Company has not appointed any Managing Director or Executive Director and hence no managerial remuneration has been paid.

Composition of SHAREHOLDERS COMMITTEE

Sl. Name of the Member Status of the Member No.

1 S. Sridhar Chairman

2 A. Arunachalam Member

3 T. Thanigaikumar Member

4 M. Sivakumar Member

5) Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

a) Conservation of Energy:

As an ongoing process, the Company undertakes various measures to save energy and reduces its consumption.

b) Technology Absorption:

During the period, the company has not absorbed any technology for product improvement, cost reduction, product development, import substitution, etc.

c) During the year, the company has not incurred any expenditure on research and development.

c) Foreign Exchange Earnings and Outgo:

There has been no foreign exchange earnings and outgo during the period.

6) Particulars of Employees

During the year, no employee has received remuneration in excess of Rs.60 lakhs for the whole year or Rs.5 lakhs per month for the part of the financial year or remuneration in excess of that drawn by the Managing Director / Whole Time Director /Manager and holding 2% or more of equity share capital of the company (himself along with spouse and dependent children).

4) Disclosure on CSR and Other Policies:

a) Composition of CSR Committee

b) The details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year.

c) A statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risks, if any, which, in the opinion of the Board, may threaten the existence of the company.

7) Auditors

Mr. B. Balasubramanian, Chartered Accountants, Chennai, was appointed as statutory auditors, by the members at the Annual General Meeting held on 5th September, 2013 and holds office till the date of Annual General Meeting. He has expressed his unwillingness to be re-appointed as Statutory Auditor of the company.

Mr. A. Siva, Chartered Accountant, Chennai, has expressed his willingness to accept appointment as Statutory Auditor of the company, to hold office from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting of members. The company has received a certificate from him under Section 141 of the Companies Act, 2013 confirming that he is eligible for appointment.

The Audit Committee and the Board has reviewed his eligibility for appointment as Statutory Auditor of the company and recommend his appointment for the aforesaid period.

8) Observations in Audit Reports:

Since Auditor''s observation and Notes to Financial Statements are self explanatory in nature, Board''s explanations are not required.

9) Secretarial Audit Report under section 204 of the Act, is not required to be Annaxed to Board''s Report.

10) During the year, the company has not exercised any Buy-Back option of its own share u/s.67.g.

INDUSTRIAL RELATIONS

Industrial relations continued to be cordial during the financial year.

LISTING

The securities of the Company are listed on the Bombay Stock Exchange Limited and Madras Stock Exchange Ltd. The Company has duly paid the listing fees to all the aforesaid Stock Exchanges for the year 2013-14.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges, with which the Company''s shares have been enlisted. A separate Report on Corporate Governance is enclosed as a part of this Annual Report.

A certificate as to Compliance of the conditions of Corporate Governance as stipulated under Clause-49 of the Listing Agreement is annexed to the Report on Corporate Governance.

SECRETARIAL COMPLIANCE CERTIFICATE UNDER 383A OF THE COMPANIES ACT, 1956

The Compliance Certificate received in accordance with the provisions of Section 383A read with the Companies (Compliance Certificate) Rules 2001 is annexed to the Director''s Report and forms part of this Annual Report. The above said Compliance Certificate is self-explanatory and needs no comments.

Acknowledgements :

The Board placed on record its appreciation for the assistance and co-operation received from the Banks, Stock Exchanges and Government Authorities. The Board also places on record its gratitude to the employees at all levels for their commitment and dedicated efforts. The Directors are also thankful to the shareholders for their continued support to the Company.

For and on Behalf of the Board of Directors

Sd/- Sd/- Place : Chennai PI. Peter S Kala Date : 30.05.2014 Director Director

---

Mar 31, 2013

To The Member of M/s. WELLNESS NONI LIMITED

(formerly known as RGN Securities and Holdings Limited)

Chennai.

The Directors of your company are pleased to present the 21st Annual Report of the company together with the audited accounts for the period ended 31st March 2013.

FINANCIAL RESULTS:

Year ended 31.3.2013 31.03.2012

Turnover 39,57,322.61 59,29,926.66

Profit before depreciation 5,89,884.00 53,130.66

Depreciation 71,980.00 87,117.00

Profit after Depreciation 5,17,904.61 4,48,013.66

OPERATIONS & BUSINESS OUTLOOK

After migrating to the new line of business of marketing NONI based products, the Board is satisfied with the current performance of the company. During this year the company''s products gained satisfactory reports from the ultimate customers. Due to economic recession faced all over the world, the sales performance has decreased, when compared to last year sales, but the Profit margin has been increased marginally when compare with the last year. The company has taken lot of measures to boost the sales for the current financial year and the company will make good profit in future also.

Further the company has already entered into agreement with Distributors for marketing the company''s products nationwide. By way of marketing through various channels viz. Appointment of New stockiest and creation of new Stock Point at various places in India, and having taken steps for direct marketing activities to promote the products to the ultimate customers, the Company''s performance will be increased and considerable profit will be earned by the Company in the future financial years also.

The Company has an accumulated loss of Rs.l,27,16,579-71 and the same has been decided by the Board to be treated as earlier year losses in the Balance sheet.

DIVIDEND

To strengthen the capital base, Your Directors do not recommend any dividend for the financial year ended 31st Mach 2013.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Mr. S. Sridhar, Mr. M. Sivakumar, and Mr. A. Arunachalam, Directors retiring by rotation and being eligible have offered themselves for re-appointment.

PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor received any deposits from the public.

AUDITORS

Mr. B. Balasubramanian, Chartered Accountants, the Company''s Auditor retire at the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment.

The Board on the recommendation of the Audit Committee has proposed that Mr. B. Balasubramanian, Chartered Accountant, Chennai be re-appointed as the Statutory Auditor of the Company and to hold office till the conclusion of the next Annual General Meeting. Mr. B. Balasubramanian has forwarded his certificate to the Company stating that his re-appointment, if made, will be within the limit specified in that behalf in sub section (IB) of section 224 of the Companies Act.

AUDITORS'' REPORT

The Report of the Auditors being self-explanatory needs no further comments

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief, confirm that:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

ii. that the selected accounting policies were applied consistency and the directors 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 as at March 31,2013 and of the profit/loss of the Company for the year ended on that date;

iii. that 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. that the annual accounts have been prepared on a going concern basis.

INFORMATION AS PER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956.

The Company has no activity relating to conservation of energy or technology absorption.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration in excess of monetary ceiling prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 during the financial year 2012-2013

INDUSTRIAL RELATIONS

Industrial relations continued to be cordial LISTING

The securities of the Company are listed on the Bombay Stock Exchange Limited and Madras Stock Exchange Ltd. The Company has duly paid the listing fees to all the aforesaid Stock Exchanges for the year 2012-13

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges, with which the Company''s shares have been enlisted. A separate Report on Corporate Governance is enclosed as a part of this Annual Report. A certificate as to Compliance of the conditions of Corporate Governance as stipulated under Clause-49 of the Listing Agreement is annexed to the Report on Corporate Governance.

SECRETARIAL COMPLIANCE CERTIFICATE UNDER 383A OF THE COMPANIES ACT, 1956

The Compliance Certificate received in accordance with the provisions of Section 383A read with the Companies (Compliance Certificate) Rules 2001 is annexed to the Director''s Report and forms part of this Annual Report. The above said Compliance Certificate is self-explanatory and needs no comments.

ACKNOWLEDGEMENTS

The Board placed on record its appreciation for the assistance and co-operation received from the Banks, Stock Exchanges and Government Authorities. The Board also places on record its gratitude to the employees at all levels for their commitment and dedicated efforts. The Directors are also thankful to the shareholders for their continued support to the Company.

For and on Behalf of the Board of Directors

Sd/- Sd/-

Place: Chennai P.I. Peter S Kala

Date : 31.05.2013 Director Director

---

Mar 31, 2012

To The Members of M/s. WELLNESS NONI LIMITED

(formerly known as RGN Securities and Holdings Limited)

The Directors of your company are pleased to present the 20th Annual Report of the company together with the audited accounts for the period ended 31st March 2012.

FINANCIAL RESULTS :

Yearended 31-3.2011 31.03.2010

Turnover 59'29'926.66 10'20'460.00

Profit before depreciation 5'35'130.66 1'38'967.17

Depreciation 87'117.00 55'176.82

Profit after Depreciation 4'48'013.66 83'790.35

OPERATIONS & BUSINESS OUTLOOK

After migrated to the new line of business of marketing NONI based products' the Board has satisfied the current performance of the company. During this year the company has achieved nearly increase of 482% sales as compared to the last year and profit after taxation is also increased by 4.5 times as compared to the last year. The company has taken lot of measures to boost the sales for the current financial year and the company will make good profit in future also

Further the board decided to expand the business activities of the company by marketing through various channels viz. Appointment of New stockiest and creation of new Stock Point at various places of Southern India' and steps have been taken for direct marketing activities to promote the products to the ultimate customers. By virtue of this' the Company performance will be increased and considerable profit will be earned by the Company in the current financial year also. The board of directors hopes that the company's performance would be increased by 3 times in the current financial year as against last financial year

Your company's Wellness marketing system is unique system in which marketing the Wellness products like Noni based health drink by first creating customers and users and then converting the customers into a Distributor who will share the real benefits of Noni Wellness Marketing with their friends and relatives

The Company has an accumulated loss of Rs.l'27'16'579-71 and the same is decided by the Board to treat as earlier year losses in the Balance sheet. More over the losses are not eligible to carry forward and set off in the future earnings (check with auditor).

DIVIDEND

To strengthen the capital base' Your Directors do not recommend any dividend for the financial year ended 31st Mach 2012

CHANGE IN THE NAME OF THE COMPANY

The name of the Company is changed as M/s.WELLNESS NONI LIMITED' with effect from 01-04-2011 DIRECTORS

In accordance with the provisions of the Companies Act' 1956 and Articles of Association of the Company Mrs. S Kala' Mrs. M Deviprabha and T Thanigaikumar' Directors retire by rotation and being eligible have offered themselves for re-appointment.

PUBLIC DEPOSITS

During the year under review' the Company has neither invited nor received any deposits from the public. AUDITORS

Mr. B. Balasubramanian' Chartered Accountants' the Company's Auditor retire at the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment

The Board on the recommendation of the Audit Committee has proposed that Mr. B. Balasubramanian'

Chartered Accountant' Chennai be re-appointed as the Statutory Auditor of the Company and to hold office till the conclusion of the next Annual General Meeting . Mr. B. Balasubramanian has forwarded his certificate to the Company stating that his re-appointment' if made' will be within the limit specified in that behalf in sub section (IB) of section 224 of the Companies Act.

AUDITORS' REPORT

The Report of the Auditors being self-explanatory needs no further comments (.confirm no qualification in the Audit Report)

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act' 1956' the Directors' to the best of their knowledge and belief' confirm that:

i. that in the preparation of the annual accounts' the applicable accounting standards have been followed and there has been no material departure.

ii. that the selected accounting policies were applied consistently and the directors 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 as at March 31' 2012 and of the profit/loss of the Company for the year ended on that date;

iii. that 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. that the annual accounts have been prepared on a going concern basis.

COMPLIANCE CERTIFICATE UNDER CLAUSE 49 OF THE LISTING AGREEMENT :

A certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

2012 2011

Foreign exchange out go Nil Nil

Foreign exchange earnings on FOB basis Nil Nil

INFORMATION AS PER SECTION 217 (1) (E) OF THE COMPANIES ACT' 1956.

The Company has no activity relating to conservation of energy or technology absorption. PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration in excess of monetary ceiling prescribed under Section 217 (2A) of the Companies Act' 1956 read with the Companies (particulars of Employees) Rules' 1975 during the financial year 2011-2012.

INDUSTRIAL RELATIONS

Industrial relations continued to be cordial LISTING

The securities of the Company are listed on the Bombay Stock Exchange Limited and Madras Stock Exchange Ltd. The Company has duly paid the listing fees to all the aforesaid Stock Exchanges for the year 2011-12

The board of directors have a pleasure to inform to the members of the company that suspension of trading has been revoked with effect from 10-01-2012 and the securities of the Company is admitted for trading at Bombay Stock Exchange Ltd' Mumbai. With Scrip Name "WELLNESS" ; and the Scrip Code- 35012.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges' with which the Company's shares have been enlisted. A separate Report on Corporate Governance is enclosed as a part of this Annual Report. A certificate as to Compliance of the conditions of Corporate Governance as stipulated under Clause-49 of the Listing Agreement is annexed to the Report on Corporate Governance.

SECRETARIAL COMPLIANCE CERTIFICATE UNDER 383A OF THE COMPANIES ACT' 1956

The Compliance Certificate received in accordance with the provisions of Section 383A read with the Companies (Compliance Certificate) Rules 2001 is annexed to the Director's Report and forms part of this Annual Report The above said Compliance Certificate is self-explanatory and needs no comments.

ACKNOWLEDGEMENTS

The Board placed on record its appreciation for the assistance and co-operation received from the Banks' Stock Exchanges and Government Authorities. The Board also places on record its gratitude to the employees at all levels for their commitment and dedicated efforts. The Directors are also thankful to the shareholders for their continued support to the Company.

For and on Behalf of the Board of Directors

Place: Chennai P.I. Peter S Kala

Date : 23.05.2012 Director Director

---

Mar 31, 2010

The Directors of your company are pleased to present the 18th Annual Report of the company together with the audited accounts for the period ended 31st March 2010.

OPERATIONS :

(Amount in Rs.)

2009-2010 2008-2009

Income NIL NIL

Expenditure 92,060 52,057

Profit before tax (92,060) (52,057)

Less Depreciation 11,567 13,079.19

Profit brought forward form previous year (1,26,70,852.06) (1,26,05,715.87)

Balance Carried to Balance Sheet (1,27,74,479.06) (1,26,70,852.06)

DIVIDEND

In view of Loss, Your Directors do not recommend any dividend for the financial year ended 31st Mach 2010.

OPERATIONS

There is no business activity in the Company temporarily.

The Forex industry has seen many changes and revisions over the past few years and specifically so in the past one year. Foreign exchange quotas for travel abroad have been relaxed. The industry however still requires government support and streamlining. The recent developments in the Stock markets would appear to have slightly dampened the earlier buoyancy and optimism in the economy.

There is no scope in continuing with the existing business in future and The Board of Directors have decided to start a new business instead of old business in the forthcoming financial year.

OUTLOOK

Your company has found a new avenue for expansion of other segments. The need of the hour is to leverage technology to cover the entire length and breadth of the existing market by offering a delightful service to the customers. Your Company has to differentiate its service with the help of technology and human capital. Against this backdrop, your company has been marching ahead to face the competition and improve its market share.

DIRECTORS

Dr. M.R.G. Naghesan is retiring by rotation and being eligible offers themselves for re-appointment.

PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor received any deposits from the public.

AUDITORS

M/s. Sri & Co., Chartered Accountant, Chennai, retire at the ensuing Annual General Meeting and eligible for re-appointment. However M/s. Sri & Co., are not seeking re-appointment. Notice has been received under section 225 of the Companies Act read with the section 190 proposing the appointment of Mr. B. Balasubramanian as Auditors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief, confirm that:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

ii. that the selected accounting policies were applied consistently and the directors 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 as at March 31, 2010 and of the loss of the Company for the year ended on that date;

iii.that 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; that the annual accounts have been prepared on a going concern basis.

AUDITORS REPORT

The Report of the Auditors being self-explanatory needs no further comments.

SECRETARIAL COMPLIANCE CERTIFICATE

A Certificate from Practicing Company Secretary in pursuant to Section 383A of the Companies Act 1956 is being Annexed.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings Rs. Nil

(Previous Year Rs. Nil)

Foreign Exchange outgo Rs. Nil

(Previous Year Rs. Nil)

INFORMATION AS PER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956.

The Company has no activity relating to conservation of energy or technology absorption.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration in excess of monetary ceiling prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 during the financial year 2009-2010.

INDUSTRIAL RELATIONS

Industrial relations continued to be cordial

LISTING

The securities of the Company are listed on the Bombay Stock Exchange Limited and Madras Stock Exchange Limited. The Company has duly paid the listing fees to all the aforesaid Stock Exchanges for the year 2009-2010.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges, with which the Companys shares have been enlisted. A separate Report on Corporate Governance is enclosed as a part of this Annual Report. A certificate as to Compliance of the conditions of Corporate Governance as stipulated under Clause-49 of the Listing Agreement is annexed to the Report on Corporate Governance.

COMPLIANCE CERTIFICATE

A certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

ACKNOWLEDGEMENTS

The Board placed on record its appreciation for the assistance and co-operation received from the Banks and Government Authorities.

The Board also places on record its gratitude to the employees at all levels for their commitment and dedicated efforts. The Directors are also thankful to the shareholders for their continued support to the Company.

For and on Behalf of the Board of Directors

-sd- Place : Chennai Dr. P.I. Peter Date : 27. 08.2010 Director

---

Mar 31, 2009

The Directors are pleased to present the 17th Annual Report together with the Audited Accounts of Your Company for the year ended 31 March 2009.

Financial Results of Your Company are as follows:

Year ended Year ended 31.03.2009 31.03.2008 (Rs.) (Rs.)

Total Income - -

Total Expenditure 52057 582751.00

Profit/(loss) before depreciation (52,057) (582751.00)

Less: Depreciation (13079.19) 20158.24

Profit/(Loss) after Tax (65136.19) (602909.24)

DIVIDEND

In view of Loss, Your Directors do not recommend any dividend for the financial year ended 31st Mach 2009.

OPERATIONS

The Company is not doing any business due to diverse reasons.

The For-ex industry has seen many changes and revisions over the past few years and specifically so in the past one year. Foreign exchange quotas for travel abroad have been relaxed. The industry however still requires government support and streamlining. The recent developments in the Stock markets would appear to have slightly dampened the earlier buoyancy and optimism in the economy.

OUTLOOK

Your company has found a new avenue for expansion of other segments. The need of the hour is to leverage technology to cover the entire length and breadth of the existing market by offering a delightful service to the customers. Your Company has to differentiate its service with the help of technology and human capital. Against this backdrop, your company has been marching ahead to face the competition and improve its market share.

DIRECTORS

Mrs. S. Kala is retiring by rotation and being eligible offers themselves for re- appointment.

SECRETARIAL COMPLIANCE REPORT

In accordance with Section 383A of the Companies Act, 1956 as amended by the companies (Amendment) Act, 2000, your company is required to obtain a Secretarial Compliance Certificate by a Company Secretary in whole time practice. Accordingly, a secretarial Compliance Certificate is attached hereto.

PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor received any deposits from the public.

AUDITORS

M/s. Sri & Co., Chartered Accountants, retires at the ensuing annual general meeting and is eligible for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief, confirm that:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

ii. that the selected accounting policies were applied consistently and the directors made judgements 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, 2009 and of the loss of the Company for the year ended on that date;

iii. that 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. that the annual accounts have been prepared on a going concern basis.

AUDITORS REPORT

The Report of the Auditors being self-explanatory needs no further comments.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings Rs. Nil (Previous Year Rs. Nil)

Foreign Exchange outgo Rs. Nil (Previous Year Rs. Nil)

INFORMATION AS PER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956.

The Company has no activity relating to conservation of energy or technology absorption.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration in excess of monetary ceiling prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 during the financial year 2008- 2009.

INDUSTRIAL RELATIONS

Industrial relations continued to be cordial

LISTING

The securities of the Company are listed on the Bombay Stock Exchange Limited and Madras Stock Exchange Limited. The Company has duly paid the listing fees to all the aforesaid Stock Exchanges for the year 2008-2009.

Whereas trading in the securities of the Company has been suspended and the company is taking necessary steps in this regard to comply with necessary formalities.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges, with which the Companys shares have been enlisted. A separate Report on Corporate Governance is enclosed as a part of this Annual Report. A certificate as to Compliance of the conditions of Corporate Governance as stipulated under Clause-49 of the Listing Agreement is annexed to the Report on Corporate Governance.

COMPLIANCE CERTIFICATE

A certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the listing agreement with Stock Exchanges, the cash flow statement for the year 2008-2009 is annexed hereto.

ACKNOWLEDGEMENTS

The Board placed on record its appreciation for the assistance and co-operation received from the Banks and Government Authorities.

The Board also places on record its gratitude to the employees at all levels for their commitment and dedicated efforts. The Directors are also thankful to the shareholders for their continued support to the Company.

For and on Behalf of the Board of Directors

SD/-

Place : Chennai S. KALA Dr. P.I. Peter

Date : 23. 08.2009 Director