Directors Report of Winro Commercial (India) Ltd.

Mar 31, 2014

The Members,

The Directors have pleasure in presenting the 31st Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2014.

Financial highlights:

(Rs.in Lacs)

Particulars Year ended Year ended 31.03.2014 31.03.2013

Revenue from operations& other Income 90040.46 71412.37

Profit before Interest, Depreciation, and Tax 1527.81 1702.98

Less: Finance cost 0.04 0.03

Less: Depreciation 50.16 52.15

Profit before Tax 1477.61 1650.80

Add/(Less): Provision for Taxation -- --

a) Current (300.00) (315.00)

Current tax expenses relating to the prior years 1.97 (41.40)

b) Deferred tax for the year 25.53 8.98

Net Profit after Taxation 1205.11 1303.38

Add: Balance brought forward from Previous Year 11747.09 10704.39

Less: Transferred to Reserved u/s 45 IC of RBI Act. 241.02 260.68

Balance carried to Balance Sheet 12711.18 11747.09

Dividend:

Your Directors do not recommend any dividend for the year ended on 31st March 2014 with a view to conserve the resources for future.

Operations & Performance:

During the year ended 31st March, 2014, your Company achieved total revenue aggregating to Rs. 90040.46 Lacs. After providing for Depreciation, Finance Charges, the Company has registered a profit before tax of Rs. 1477.61 Lacs. After making provision for tax for the year; an amount of Rs. 1205.11 Lacs as net profit after tax has been carried to the Balance sheet.

Although the Company maintains adequate internal control systems covering all its operation areas, the Company''s Audit Committee reviews these internal control systems in detail for their effectiveness and their adequacy in the present scenario.

Directors:

Mr. V.V Sureshkumar, Director, retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mrs. Vaishali Rajesh Dhuri was appointed as an Additional Director of the Company w.e.f 7th August, 2014 pursuant to Section 161 of the Companies Act, 2013 read with the Articles of Association of the Company. She will hold the office as such till the ensuing Annual General Meeting. The Company has received Notices under section 160 of the said act from member of the company proposing her candidature for the office of Director of the Company.

Under Section 149 of the Companies Act, 2013 and Rules made thereunder, and as per Clause 49 of the Listing Agreement, an Independent Director now shall hold office for a term of 5 (five) consecutive years on the Board of the Company and is not subject to retire by rotation. In terms of Section 149 and other applicable provisions of the Companies Act, 2013, and Rules made thereunder, Mr. Hatim F Harianawala being eligible is offering himself for re-appointment. The Company has received Notice under section 160 of the said act from the member of the company proposing his candidature for office of Director of the Company and is proposed to be re-appointed as Independent Directors of the Company for a term of 5 (five) consecutive years. Mr. A. N. Nair resigned from the company w.e.f. 7th August, 2014. The Board placed on record its appreciation of the enormous contribution made by him during his tenure as Director of the Company.

A brief profile of Director proposed to be re-appointed is given in the notes to the Notice of the ensuing Annual General Meeting.

Directors'' Responsibility Statement:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

That in the preparation of the annual accounts, the applicable accounting standards have been followed;

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 as at 31st March, 2014 and of the profit of the Company as on that date;

that the Directors have taken proper and sufficient care 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 for the year ended March 31,2014 have been prepared on a going concern basis.

Public Deposits:

The Company has not accepted any deposits from public.

Particulars of Employees:

The Company does not have any employee in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Corporate Governance:

A Report on Corporate Governance along with a certificate from M/s. Nishant Jawasa & Associates, Practicing Company Secretary regarding compliance of the requirements of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchange are annexed hereto.

Statutory Auditors:

M/s Ajmera Ajmera and Associates, Chartered Accountants, the Statutory Auditors of the Company, retires at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. Your Company has received intimation to the effect that the proposed re-appointment, if made, would be within the prescribed limit under section 141 of the Companies Act, 2013 and Rules made thereunder.

The said Auditors have confirmed their willingness to accept office, if re-appointed. The Board on the recommendation of the Audit Committee have proposed the re-appointment of M/s. Ajmera Ajmera and Associates as Statutory Auditors of the Company to hold office from the conclusion of this AGM till the conclusion of next AGM at such remuneration to be decided by the Board of Directors in consultation with the said Auditors

Members are requested to appoint auditors for the current year and to authorize the Board to fix their remuneration.

Auditors'' Report:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended 31st March, 2014 are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956 as it does not contain any qualification in the same.

Secretarial Compliance Certificate:

The Secretarial Compliance Certificate issued by M/s. Nishant Jawasa & Associates, Company Secretaries, pursuant to the requirement of proviso to sub-section (1) of section 383A of the Companies Act, 1956 is enclosed herewith.

Management''s Discussion and Analysis Report

The Management''s Discussion and Analysis Report for the year under review, as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in the separate section forming the part of Annual Report.

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

A] Conservation of Energy and Technology Absorption:

The Company has not engaged in any manufacturing activity and had no foreign collaboration and also has not imported or exported any goods and services.

B] Foreign Exchange Earnings & Outgo:

(Rs. In Lacs)

PARTICULARS 2013-2014 2012-2013

Foreign Exchange Earning Nil Nil

Foreign Exchange Outgo Nil 6.54

Acknowledgements:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the investors, Financial Institutions, Banks, and Statutory Authorities, Customers. Your Directors express their deep appreciation to the Company''s employees at all levels for their unstinted efforts and valuable contributions during the year.

For and on behalf of the Board

Sd/- V.V. SURESHKUMAR CHARIRMAN

Place : Mumbai Dated : 7th August, 2014

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Mar 31, 2013

The Members,

The Directors have pleasure in presenting the 30th Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2013.

Financial highlights: (Rs. in Lacs) Year ended Year ended Particulars 31/03/2013 31/03/2012

Revenue from operations& other Income 71412.37 81863.87

Profit before Interest, Depreciation, and Tax 1702.98 1531.44

Less: Finance cost 0.03 17.29

Less: Depreciation 52.15 195.55

Profit before Tax 1650.80 1318.60

Add/(Less): Provision for Taxation

a) Current tax expense for current year 315.00 255.00

Current tax expenses relating to the prior years 41.40 0.00

b) Deferred tax for the year (8.98) (61.33)

Net Profit after Taxation 1303.38 1124.93

Add: Balance brought forward from Previous Year 10704.39 9804.44

Less: Transferred to Reserved u/s 45 IC of RBI Act. 260.67 224.98

Balance carried to Balance Sheet 11747.09 10704.39

Dividend:

Your Directors do not recommend any dividend for the year ended on 31st March 2013 with a view to conserve the resources for future.

Operations & Performance:

During the year ended 31st March, 2013, your Company achieved totalrevenue aggregating to Rs. 71412.37 Lacs. After providing for Depreciation, Finance Charges, the Company has registered a profit before tax of Rs. 1650.80 Lacs. After making provision for tax for the year; an amount of Rs. 1303.38 Lacs as net profit after tax has been carried to the Balance sheet.

Although the Company maintains adequate internal control systems covering all its operation areas, the Company''s Audit Committee reviews these internal control systems in detail for their effectiveness and their adequacy in the present scenario.

Directors:

Mr. Hatim Harianawala, Director, retire by rotation and being eligible, offers himself for re- appointment at the ensuing Annual General Meeting.

A brief profile of Director proposed to be re-appointed is given in the notes to the Notice of the ensuing Annual General Meeting.

Directors'' Responsibility Statement:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed;

- 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 as at 31st March, 2013 and of the profit of the Company for that date;

- that the Directors have taken proper and sufficient care 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 for the year ended March 31, 2013 have been prepared on a going concern basis.

Public Deposits:

The Company has not accepted any deposits from public.

Particulars of Employees:

Information under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and rules made thereunder is given in a separate annexure to this report. The employee listed in the said Annexure is not related to any Director of the company.

Corporate Governance:

A report on Corporate Governance along with a certificate from M/s. Nishant Jawasa & Associates, Practicing Company Secretary regarding compliance of the requirements of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

Auditors:

M/s. Ajmera Ajmera& Associates, Chartered Accountants, the Statutory Auditors of the Company retires at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. Members are requested to re-appoint auditors for the current year and to authorize the Board to fix their remuneration.

Auditors'' Report:

The notes to the accounts and remarks referred in the Auditors'' report are self-explanatory and therefore do not call for any further comments.

The Auditors in their report remarked that subject to note no. 26.5 regarding nondisclosure of defined benefits as per AS-15, read together with other notes and significant accounting policies there on give the information required by the Act in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India

With regard to this Management would like to state that currently company is not legally liable for providing these defined benefits to the employees. As per the Company''s Policy these benefits are given to employees at the time of their retirement.

Secretarial Compliance Certificate:

The Secretarial Compliance Certificate issued by M/s. Nishant Jawasa & Associates, Company Secretaries, pursuant to the requirement of proviso to sub-section (1) of section 383A of the Companies Act, 1956 is enclosed herewith.

Management''s Discussion and Analysis Report

The Management''s Discussion and Analysis Report for the year under review, as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in the separate section forming the part of Annual Report.

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

A] Conservation of Energy and Technology Absorption:

The Company has not engaged in any manufacturing activity and had no foreign collaboration and also has not imported or exported any goods and services.

B] Foreign Exchange Earnings & Outgo:

(Rs. in Lacs) PARTICULARS 2012-2013 2011-2012

Foreign Exchange Earning Nil Nil

Foreign Exchange Outgo 6.54 Nil

Acknowledgements:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the investors, Financial Institutions, Banks, and Statutory Authorities, Customers. Your Directors express their deep appreciation to the Company''s employees at all levels for their unstinted efforts and valuable contributions during the year.



For and on behalf of the Board of Directors

Sd/- Place : Mumbai

V. V. SURESHKUMAR Dated : 27th May, 2013 CHAIRMAN

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Mar 31, 2012

The Directors have pleasure in presenting the 29th Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2012.

Financial highlights: (Rs. in Lacs)

Year ended Year ended Particulars 31/03/2012 31/03/2011

Revenue from operations & other Income 81863.87 76436.97

Profit before Finance cost, Depreciation, and Tax 1531.44 1004.86

Less: Finance cost 17.29 73.80

Less: Depreciation 195.55 51.99

Profit before Tax 1318.60 879.07

Add/(Less): Provision for Taxation

a) Current 255.00 134.00

b)Deferred tax for the year (61.33) (20.78)

Net Profit after Taxation 1124.93 765.85

Add: Balance brought forward from Previous Year 9804.45 9191.77

Less: Transferred to Reserved u/s 45 IC of RBI Act. 224.98 153.17

Balance carried to Balance Sheet 10704.40 9804.45

Dividend:

Your Directors do not recommend any dividend for the year ended on 31st March 2012 with a view to conserve the resources for future.

Operations & Performance:

During the year ended 31st March, 2012, your Company achieved total revenue aggregating to Rs. 81863.87 Lacs. After providing for Depreciation, Finance Charges, the Company has registered a profit before tax of Rs. 1318.60 Lacs. After making provision for tax for the year; an amount of Rs. 1124.93 Lacs as net profit after tax has been carried to the Balance sheet.

Although the Company maintains adequate internal control systems covering all its operation areas, the Company’s Audit Committee reviews these internal control systems in detail for their effectiveness and their adequacy in the present scenario.

Directors:

Mr. Atulkumar Shah, Director, retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

A brief profile of Director proposed to be re-appointed is given in the notes to the Notice of the ensuing Annual General Meeting.

Directors' Responsibility Statement:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed;

- 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 as at 31st March, 2012 and of the profit of the Company for that date;

- that the Directors have taken proper and sufficient care 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 for the year ended March 31, 2012 have been prepared on a going concern basis.

Public Deposits:

The Company has not accepted any deposits from public.

Particulars of Employees:

The Company does not have any employee in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Corporate Governance:

A Report on Corporate Governance along with a certificate from M/s. Nishant Jawasa & Associates, Practicing Company Secretary regarding compliance of the requirements of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchange are annexed hereto.

Auditors:

M/s. Ajmera Ajmera & Associates, Chartered Accountants, the Statutory Auditors of the Company retires at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. Members are requested to re-appoint auditors for the current year and to authorize the Board to fix their remuneration.

Auditors' Report:

The notes to the accounts and remarks referred in the Auditors' report are self explanatory and therefore do not call for any further comments.

The Auditors in their report remarked that subject to note no. 25.6 regarding nondisclosure of defined benefits as per AS-15, the Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956.

With regard to this Management would like to state that currently company is not legally liable for providing these defined benefits to the employees. As per the Company’s Policy these benefits are given to employees at the time of their retirement.

Secretarial Compliance Certificate:

The Secretarial Compliance Certificate issued by M/s. Nishant Jawasa & Associates, Company Secretaries, pursuant to the requirement of proviso to sub-section (1) of section 383A of the Companies Act, 1956 is enclosed herewith.

Management's Discussion and Analysis Report

The Management’s Discussion and Analysis Report for the year under review, as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in the separate section forming the part of Annual Report.

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

A) Conservation of Energy and Technology Absorption:

The Company has not engaged in any manufacturing activity and had no foreign collaboration and also has not imported or exported any goods and services.

Acknowledgements:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the investors, Financial Institutions, Banks, and Statutory Authorities, Customers. Your Directors express their deep appreciation to the Company’s employees at all levels for their unstinted efforts and valuable contributions during the year.

For and on behalf of the Board of Directors

Sd/- V. V. SURESHKUMAR CHAIRMAN

Place : Mumbai Dated : 29th May, 2012

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Mar 31, 2011

Dear Members,

The Members, Your Directors have pleasure in presenting the 28th Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS:

(Rs. in Lacs)

Year ended Year ended

Particulars 31/03/2011 31/03/2010

Sales and other Income 76436.97 77699.47

Profit before Interest, 1004.86 3864.32 Depreciation and Tax

Less: Interest 73.80 24.07

Less: Depreciation 51.99 52.44

Profit before Tax 879.07 3787.81

Add/(Less): Provision for Taxation

a) Current 134.00 611.00

b) Deferred tax for the year (20.78) (16.91)

Net Profit after Taxation 765.85 3193.72

Add: Balance brought forward 9191.77 6636.79 from Previous Year

Less : Transferred to Reserved 153.17 638.74 u/s 45 IC of RBI Act.

Balance carried to Balance Sheet 9804.45 9191.77

Dividend:

Your Directors do not recommend any dividend for the year ended on 31st March 2011 with a view to conserve the resources for future.

Operations & Performance:

During the year ended 31st March, 2011, your Company achieved a total income aggregating to Rs. 76436.97 Lacs. After providing for Depreciation, Finance Charges and Taxation, the Company has registered a profit before tax of Rs. 879.07 Lacs. The profit after tax i.e. Rs. 765.85 Lacs has been carried to the Balance sheet.

Although the Company maintains adequate internal control systems covering all its operation areas, the Company's Audit Committee reviews these internal control systems in detail for their effectiveness and their adequacy in the present scenario. The Directors are putting in their efforts and are hopeful of improved working during the years to come.

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

Directors:

Shri V. V. Sureshkumar, retire by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

A brief profile of Director proposed to be re-appointed is given in the notes to the Notice of the ensuing Annual General Meeting.

Directors' Responsibility Statement:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed;

- 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 as at 31st March, 2011 and of the profit of the Company for that period;

- that the Directors have taken proper and sufficient care 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 for the year ended 31st March, 2011 have been prepared on a going concern basis.

Public Deposits:

The Company has not accepted any deposits from public.

Particulars of Employees:

In terms of the provisions of Section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees), Rules 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. Having regard to the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Compliance Officer at the registered office of the Company.

Corporate Governance:

A Report on Corporate Governance along with a certificate from M/s. Nishant Jawasa & Associates, Practicing Company Secretary regarding compliance of the requirements of Corporate Governance, as also a Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges are annexed hereto.

Auditors:

M/s. Ajmera Ajmera & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. Members are requested to appoint auditors for the current year and to authorize the Board to fix their remuneration.

Auditors' Report:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended 31st March, 2011 are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Secretarial Compliance Certificate:

The Secretarial Compliance Certificate issued by M/s. Nishant Jawasa & Associates, Company Secretaries, pursuant to the requirement of proviso to sub-section (1) of section 383A of the Companies Act, 1956 is enclosed herewith.

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

A] Conservation of Energy and Technology Absorption:

The Company has not engaged in any manufacturing activity and had no foreign collaboration and also has not imported or exported any goods and services. Hence the particulars as required under 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 are not applicable.

B] Foreign Exchange Earnings & Outgo:

(Rs. in Lacs)

PARTICULARS 2010-2011 2009-2010

Foreign Exchange Earning Nil Nil

Foreign Exchange Outgo 0.45 Nil

Acknowledgements:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the investors, Financial Institutions, Banks, Statutory Authorities and Customers. Your Directors express their deep appreciation to the Company’s employees at all levels for their unstinted efforts and valuable contributions during the year.

For and on behalf of the Board

V. V. SURESHKUMAR CHAIRMAN

Place : Mumbai Date : 12th August, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 27th Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2010.

Financial Highlights : (Rs. in Lacs)

Particulars Year ended Year ended 31/03/2010 31/03/2009

Sales and other Income 77699.47 21894.45

Profit before Interest, Depreciation, and Tax 3860.95 457.45

Less: Interest 20.70 275.59

Less: Depreciation 52.44 59.72

Profit before Tax 3787.81 122.14

Add/(Less): Provision for Taxation

a) Current 611.00 20.00

b) Deferred tax for the year (16.91) (17.02)

c) Fringe Benefit tax 0.00 0.06

Net Profit after Taxation 3193.72 119.09

Add/(Less): Excess/(Short) Provision for FBT 0.00 2.02 and Income Tax for earlier years

3193.72 117.07

Add: Balance brought forward from Previous Year 6636.79 6544.55

Less : Transferred to Reserve u/s 45 IC of RBI Act. 638.74 24.83

Balance carried to Balance Sheet 9191.77 6636.79

Dividend :

Your Directors do not recommend any dividend for the year ended on 31st March 2010 with a view to conserve the resources for future.

Operations & Performance :

During the year ended 31st March, 2010, your Company achieved a total income aggregating to Rs. 77699.47 Lacs. After providing for Depreciation, Finance Charges and Taxation, the Company has registered a profit before tax of Rs. 3787.81 Lacs after making provision for tax in respect of current year amounting to Rs. 594.09 Lacs. The profit after tax of Rs. 3193.72 Lacs has been carried to the Balance sheet.

Although the Company maintains adequate internal control systems covering all its operation areas, the Companys Audit Committee reviews these internal control systems in detail for their effectiveness and their adequacy in the present scenario. The Directors are putting in their efforts and are hopeful of improved working during the years to come.

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

Directors :

Shri A.N. Nair, Director, retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Shri Hatim Fakharuddin Hariyanawala and Shri Atulkumar Jayshukhlal Shah were appointed as additional directors of the Company on 14th January, 2010.

Shri Jagdish Jhan and Shri Narendra Kumar Jain were resigned as directors of the Company on 14th January, 2010. The Board placed on record its appreciation of the enormous contribution made by the resigning Directors during their tenure as Director of the Company.

A brief profile of Directors Proposed to be re-appointed is given in the notes to the Notice of the ensuing Annual General Meeting.

Directors Responsibility Statement:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed;

- 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 as at 31" March, 2010 and of the profit of the Company for that period;

- that the Directors have taken proper and sufficient care 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 for the year ended March 31, 2010 have been prepared on a going concern basis.

Public Deposits :

The Company has not accepted any deposits from public.

Voluntary De-listing of Equity Shares of the company from The Calcutta Stock Exchange Limited (CSE)

As we know that the Companys shares are listed on Bombay Stock Exchange Limited (BSE) and The Calcutta Stock Exchange Limited (CSE). The Board has reviewed the past records and found that none of the shares of the company were traded on the CSE for the last few years. Therefore it was now proposed by the Board of Directors to get its shares voluntarily de-listed from CSE and continued with their listing at BSE only. The Company is now proposing to get necessary approvals for this delisting from its members and CSE.

Particulars of Employees :

The Company does not have any employee in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Corporate Governance:

A Report on Corporate Governance along with a certificate from M/s. Nishant Jawasa & Associates, Practicing Company Secretary regarding compliance of the requirements of Corporate Governance, as also a Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement with the Stock Exchange are annexed hereto.

Auditors :

M/s. Ajmera Ajmera & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. Members are requested to appoint auditors for the current year and to authorize the Board to fix their remuneration.

Auditors Report :

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended 31st March, 2010 are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Secretarial Compliance Certificate :

The Secretarial Compliance Certificate issued by M/s. Nishant Jawasa & Associates, Company Secretaries, pursuant to the requirement of proviso to sub-section (1) of section 383A of the Companies Act, 1956 is enclosed herewith.

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

A] Conservation of Energy and Technology Absorption:

The Company has not engaged in any manufacturing activity and had no foreign collaboration and also has not imported or exported any goods and services.

B] Foreign Exchange Earnings & Outgo :

PARTICULARS 2009-2010 2008-2009

Foreign Exchange Earning Nil Nil

Foreign Exchange Outgo Nil Nil

Acknowledgements :

Your Directors take this opportunity to express their gratitude for the support and co-operation from the investors, Financial Institutions, Banks, and Statutory Authorities, Customers. Your Directors express their deep appreciation to the Companys employees at all levels for their unstinted efforts and valuable contributions during the year.

For and on behalf of the Board

Place : Mumbai V. V. SURESHKUMAR

Date : 29th May, 2010 CHAIRMAN