Directors Report of Indo Bonito Multinational Ltd.

Mar 31, 2013

The Directors have pleasure in presenting to you this 19th Annual Report of your Company together with the Audited Accounts for the Financial Year ended on 31st March, 2013.

Financial Results

Your Company''s financial performance during the year has been encouraging and summarized below:

PARTICULARS For Year ended For Year ended 31st March, 2013 31st March, 2012

REVENUE FROM OPERATIONS

Revenue from Operation 232,208,486 55,880,287

Other Income 1,200,000 3,470,000

TOTAL REVENUE 232,208,486 59,350,287

EXPENSES:

Cost of Material Consumed

Purchase of Stock in Trade 181,593,101 46,722,903

Changes in Inventory of Finished Goods 1,084,056 84,1

Work in Progress and Stock in Trade

Employee Benefit Expenses 2,937,572 4,171,356

Finance Costs 25,822,153 45,074,970

Depreciation and Amortization Expenses 11,367,852 12,027,852

Other Expenses 1,648,229 5,195,186

TOTAL EXPENSES 224,452,963 113,276,392

PROFIT/ LOSS BEFORE EXCEPTIONAL & 89,55,523 (53,926,105)

EXTRAORDINARY

Exceptional Items (25,346,418)

PROFIT/ LOSS BEFORE EXTRAORDINARY ITEMS AND 89,55,523 (79,272,523)

TAX

Extraordinary Items

PROFIT / (LOSS) BEFORE TAX 8,954,975 (79,272,523)

TAX EXPENSE

Current Tax 2,803,121

Earlier Year Tax

Deferred Tax

PROFIT/(LOSS) FOR THE PERIOD 6,152,402 (79,272,523)

Review of Operations

During the year under review, the Company''s Net Income from operations stood at Rs. 232,208,400/- as compared to Rs. 55,880,287/-in the previous year. Profit After Taxation for the year under review stood at Rs. 6,152,301/- as against loss of Rs.(79,272,523)/- in the previous year.

Dividend

Keeping in mind the capital requirement for future growth of the Company and to conserve higher resources for operations of the Company, your Directors do not recommend dividend for the Financial Year ended 31st March, 2013.

Share Capital

The Authorized Share capital of the Company remains unchanged during the Financial Year under review.

Public Deposits

During the year under review, the Company has not accepted/renewed any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956.

Management Discussion and Analysis

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

Directors

During the current year, Mr. Shivara Timmaryappa was appointed as an Additional Director of the Company in the meeting of the Board of Directors held on 2nd November, 2012. Mr. Shivara Timmaryappa , additional Director, would hold office till the ensuing Annual General Meeting. The Company has received notice in writing from members proposing his candidature, for the office of Director.

Mr. Marimuthu Rajangam, Director of the Company, who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Brief resume of the Directors proposed to be appointed / re-appointed as stipulated under clause 49 of the Listing Agreement with the Stock Exchange are given in the notice convening this Annual General Meeting.

The above appointments/re-appointments form part of the notice convening the Annual General Meeting and the resolutions are recommended for your approval.

Directors'' Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, your directors state that:

- in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable Accounting Standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same.

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

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis. Auditos

M/s. S. U. Radhakrishnani & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office upto the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Your Directors recommend their re-appointment as Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting upto the conclusion of the next Annual General Meeting of the Company and to audit financial accounts for the financial year ending on 31st March, 2014.

Auditors'' Observations

Observations of the Auditors, read together with the relevant Notes to the Accounts and Accounting Policies are self explanatory.

Subsidiary Companies

The Company does not have any subsidiary Company.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a detailed report on Corporate Governance duly certified regarding compliances of its conditions by the Statutory Auditors M/s. S. U. Radhakrishnani & Co., Chartered Accountants, is forming part of this Annual Report and separately attached.

Personnel

The employer employee relations remained cordial throughout the year. The Board places on record its sincere appreciation for the valuable contribution made by employees across all levels of the organization.

During the year under consideration, there were no employees, whose particulars are required to be furnished under the provisions of Section 217(2A) of the Companies Acts 1956 read with the rules thereunder.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars required to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are set out in Annexure "A" to this report.

Acknowledgements

Your Directors wish to express their sincere gratitude to the Union Government and the Government of various States, as also to all the Government agencies, banks, financial institutions, customers, vendors and other related organizations, who, through their continued support and cooperation, have contributed towards the Company''s growth and progress during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for investors, shareholders and employees of the Company for their continued support towards conduct and operations of the Company.

By Order of the Board of Directors

For Indo Bonito Multinational Limited

Director

Date 2nd September,2013

Place: - Mumbai

---

Mar 31, 2012

The Directors have pleasure in presenting to you this 18th Annual Report of your Company together with the Audited Accounts for the Financial Year ended on 31st March, 2012.

Financial Results

Your Company's financial performance during the year has been encouraging and summarized below:

PARTICULARS For Year ended For Year ended 31st March, 2012 31stMarch, 2011

REVENUE FROM OPERATIONS

Revenue from Operation 55,880,287 1,268,574,345

Other Income 3,470,000 12,586,451

TOTAL REVENUE 59,350,287 1,281,160,7%

EXPENSES: Cost of Material Consumed - 112,194,431

Purchase of Stock in Trade 46,722,903 1,044,858,552

Changes in Inventoyr of Finished Goods 84,125 50,954,689

Work in Progress and Stock in Trade - -

Employee Benefit Expenses 4,171,356 15,214,317

Finance Costs 45,074,970 31,557,678

Depreciation and Amortization Expenses 12,027,852 11,495,955

Other Expenses 5,195,186 23,411,906

TOTAL EXPENSES 113,276,392 1,289,687,528

PROFIT BEFORE EXCEPTIONAL & EXTRAORDINARY (53,926,105) (8,526,732)

ITEMS AND TAX

Exceptional Items 25,346,418 6,520,125

PROFIT BEFORE EXTRAORDINARY ITEMS AND TAX (79,272,523) (15,046,857)

Extraordinary Items - -

PROFIT BEFORE TAX (79,272,523) (15,046,857)

TAX EXPENSE

Current Tax - -

Earlier Year Tax - -

Deferred Tax - -

PROFIT (LOSS) FOR THE PERIOD" (79,272,523) (15,046,856)

Review of Operations

During the year under review, the Company's Net Income from operations stood at Rs. 55,880,287/- as compared to Rs. 1,268,574345 /-in the previous year. Loss before taxation for the year under review stood at Rs. (79,272,523)/- against Rs. (15,046,857)/- in the previous year.

Dividend .

Keeping in mind the capital requirement for future growth of the Company and to conserve higher resources for operations of the Company, your Directors do not recommend dividend for the Financial Year ended 31* March, 2012.

Share Capital

The Authorised Share capital of the Company remains unchanged during the Financial Year under review.

However, the Company management is proposing to increase the present authorized share capital of the Company to Rs. 75,00,00,000/- (Rupees Seventy Five Crores Only) divided into 7,50,00,000 ( Seven Crores Fifty Lacs ) Equity Shares of Rs.l0/-each (Rupees Ten Only) by passing requisite resolutions at the ensuing Annual General Meeting of the members of the Company.

Public Deposits

During the year under review, the Company has not accepted/renewed any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956.

Management Discussion and Analysis

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

Directors

During the current year, Mr. Anand C. Raval was appointed as Additional Directors in the meeting of the Board of Directors held on 3d March, 2012. Mr. Anand C. Raval, additional Director, would hold office till the ensuing Annual General Meeting. The Company has received notice in writing from members proposing his candidature, for the office of Director.

Mr. Vinayak Borikar, Director of the Company, who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Brief resume of the Directors proposed to be appointed / re-appointed as stipulated under clause 49 of the Listing Agreement with the Stock Exchange are given in the notice convening this Annual General Meeting.

The above appointments/re-appointments form part of the notice convening the Annual General Meeting and the resolutions are recommended for your approval.

Directors' Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, your directors state that:

- in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable Accounting Standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same.

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

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

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

AucLitos

M/s. S. U. Radhakrishnani & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office upto the .conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Your Directors recommend their re-appointment as Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting upto the conclusion of the next Annual General Meeting of the Company and to audit financial accounts for the financial year ending on 31*‘ March, 2013.

Auditors' Observations

Observations of the Auditors, read together with the relevant Notes to the Accounts and Accounting Policies are self explanatory. Subsidiary Companies

The Company does not have any subsidiary Company.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a detailed report on Corporate Governance duly certified regarding compliances of its conditions by the Statutory Auditors M/s. S. U. Radhakrishnani & Co., Chartered Accountants, is forming part of this Annual Report and separately attached.

Personnel

The employer employee relations remained cordial throughout the year. The Board places on record its sincere appreciation for the valuable contribution made by employees across all levels of the organization.

During the year under consideration, there were no employees, whose particulars are required to be furnished under the provisions of Section 217(2A) of the Companies Acts 1956 read with the rules thereunder.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars required to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are set out in Annexure "A" to this report.

Acknowledgements

Your Directors wish to express their sincere gratitude to the Union Government and the Government of various States, as also to all the Government agencies, banks, financial institutions, customers, vendors and other related organizations, who, through their continued support and cooperation, have contributed towards the Company's growth and progress during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for investors, shareholders and employees of the Company for their continued support towards conduct and operations of the Company.

By Order of the Board of Directors For Indo Bonito Multinational Limited

Director

Date 1st September, 2012

Place: - Mumbai

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Mar 31, 2011

To,THE MEMBERS OF INDO BONITO MULTINATIONAL LIMITED

The Directors have pleasure in presenting their 17TH ANNUAL REPORT along with the Audited Annual Accounts for the year ended 31st March 2011. The financial results of the Company for the year under consideration are hereby presented.

1. FINANCIAL RESULTS

(Rupees In Cr)

PARTICULARS FOR THE YEAR FOR THE YEAR ENDED 31st ENDED 31st MARCH'2011 MARCH'2010

Gross sales 126.86 251.26

Gross profit before interest, 2.80 2.14 depreciation & tax

Less : Interest & financial charges 3.16 1.04

Depreciation 1.14 1.10

Provision for tax 0.00 0.00

Profit / (Loss) after tax (1.50) 0.00

Add : Balance brought forward 0.64 0.93 from previous year

Amount available for (0.86) 0.93 appropriation

Appropriations

Dividend 0.00 0.25

Corporate tax on dividend 0.00 0.04

Balance carried forward to balance (0.86) 0.64 sheet

2. DIVIDEND

In view of losses in the current year and the accumulated losses ,the Directors do not consider it prudent to recommend any dividend for the financial year 2010-11.

However your Directors have been advised that despite the revision in accounts for 2008-09 and 2009-10 ,the dividend already declared and paid for the relevant years ,stands duly paid and requires no revision and reconsideration.

3. OPERATIONS

During the current financial year 2010-11 your company has discontinued the manufacturing business of dry mix plaster and cement concrete blocks due to paucity of working capital and losses incurred. And these two units have been given back to their lessors. As there have been losses due to non realization of debts from customers resulting into further liquidity crunch the turnover of the company has dropped from Rs 251 crores to Rs 126 crores.

Also the Bangalore Project which was proposed to be set up ,has also been shelved due to non disbursement of term loan sanctioned by IDBI Bank Ltd. Losses on account of aborting the project is not booked as the company is trying to modify the project into a water and similar infrastructure related project at suitable locations.

As a part of restructuring ,the company has also divested its holding in Kare Labs Pvt Ltd and took exit from pharmaceuticals business as well.

4. REVISION OF ACCOUNTS

In March 2011 your directors had revised the accounts for the year ended 31st March 2009 and 31st March 2010. The reason for the same is explained in note no 2 to Notes on Accounts forming part of Accounts..Also during the current financial year 2010-11 an amount of Rs 65.20 lacs has been booked as exceptional items on account of net losses on due to non recovery of debts from PSU buyers.

5. DIRECTORS

During the year under review, Mr. Vinayak Gopal Borikar was appointed as an Additional Director of the Company on 1st October, 2010 who holds Bachelor's Degree in Commerce and posses the wide professional experience of twenty years in the field of banking operations. Appointing him as a Director of your Company will give immense benefit to the Company. However, pursuant to Section 260 of the Companies Act, 1956, he is eligible to hold office up to the date of ensuing Annual General Meeting.

Further, Pursuant to Section 257 of The Companies Act 1956, notice in writing has been received from a Member of the Company along with the deposit of Rs.500/ - signifying her intention to propose the said Director as candidate for the Office of Directors. Such appointment can be given effect subject to approval of members at the ensuing Annual General Meeting.

Further, Pursuant to Section 256 of the Companies Act, 1956, Mr.Subhabrata .S.Datta is liable to retire by rotation and being eligible has offered himself for reappointment at the ensuing Annual General Meeting.

Your Directors recommend this regularization and reappointment of above said Director at the ensuing Annual General Meeting of the members of the Company.

6. FUTURE OUTLOOK

Your company is in the process of starting water technology and infrastructure business for revival of the company. It will augment the Board by appointing two new directors who are conversant and have expert knowledge in this line of business and will be independent directors.

7. CORPORATE GOVERNANCE

Your company has been proactive in following the principle and practice of good corporate governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement of Stock Exchanges are complied with a separate report on Corporate Governance is annexed as Annexure A to the Directors' Report along with the Auditors Certificate on its compliance. To further strengthen the governance in light of recent events that affected the company, the company will induct two independent directors shortly on the Board and one of them will also be a part of the audit committee .

8. AUDITOR

M/ s. S. U. Radhakrishnani & Co. , Chartered Accountants, auditors of the Company, will retire at the ensuing Annual General Meeting of the Company. It is proposed to reappoint M/ s. S. U. Radhakrishnani & Co., Chartered Accountants, as the auditors of the Company, to hold office from the ensuing annual general meeting of the Company up to the next annual general meeting of the Company. The Company has received a letter from M/s. S. U. Radhakrishnani & Co. seeking reappointment at this annual general meeting and have confirmed that their appointment, if made, shall be within the limits of Section 224 (1B) of the Companies Act, 1956. The Board recommends the appointment of M/s. S. U. Radhakrishnani &Co. as Auditors and to fix their remuneration.

9. AUDITOR'S REPORT

Clause IX (b) of the Annexure to Auditor's Report states about non payment of Income Tax arrears amounting to Rs.12.19, FBT of Rs.6.39 and Dividend Tax of Rs.8.47 Lakhs for more than 6 months by the Company. The payment has not been in this financial year due to losses and liquidity crunch.

10. FIXED DEPOSITS

Your Company has not accepted any fixed deposits within the meaning of section 58A of the Companies Act 1956 from public and the rules made there under during the year.

11. FINANCES

The company is presently undergoing tough times and is facing a tremendous liquidity crunch. It has borrowed substantial amounts from associates with a lien on certain financial assets, which still remains to be comprehensively acquired. Additionally it has raised unsecured loans from shareholders and associates. In order to optimise the debt equity ratio and build up adequate networth, the company intends to augment its' share capital subject to the required regulatory approvals

12. PARTICULARS OF EMPLOYEES

The information required u/ s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company, as the company has not employed any employee whose salary exceeds Rs.24,00,000/- per annum or Rs.2,00,000/- per month.

13. PARTICULAR REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

As the company discontinued the manufacturing operations by relinquishing of the leases over the production facilities ,data regarding consumption off Energy is not available .Since the company did not own any facilities ,technology absorption was not feasible.The details of Foreign Exchange Earnings & Outgo are given at Annexure B to the Dirctors Report.

14. SHARE CAPITAL

There has been no change in the Company's Issued, Subscribed and Paid up Share Capital of the company during the financial year 2010-11.

15. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis has been attached as Annexure B to the Directors Report.

16. DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956 it is hereby stated that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgment 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 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; and

d) The Directors had prepared the annual accounts on a going concern basis.

17. CHIEF EXECUTIVE OFFICER (CEO) CERTIFICATION

The CEO Certification and Declaration about code of conduct as required under clause 49 of the Listing Agreement, is obtained from Whole-time Director of the company, as the company do not have CEO. The same is attached as Annexure C to the report.

18. ACKNOWLEDGMENTS

The Board of Directors would like to thank the Shareholders, Employees, Customers, Suppliers and the Bankers for their continued support.

For and on behalf of the Board,

Indo Bonito Multinational Limited

Sd/- Sd/-

S. R. Pandian Subhabrata S Datta

(Director) (Chairman, Non Executive Independent Director)

Date: 2nd September, 201

Place: Mumbai

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Mar 31, 2010

The Directors have pleasure in presenting their 16TH ANNUAL REPORT along with the Audited Annual Accounts for the year ended 31st March 2010. The financial results of the Company for the year under consideration are hereby presented.

Rupees In Cr

1. FINANCIAL RESULTS

Particulars Year ended Year ended March2010 March2009

Gross sales 251.26 140.35

Gross profit before interest, depreciation & tax 15.11 16.95

Less : Interest & financial charges 7.78 14.38

Depreciation 1.10 1.09

Provision for tax 2.15 0.57

Profit after tax 4.08 0.91

Add : Balance brought forward from previous year 1.07 0.45

Amount available for appropriation 5.15 1.36

Appropriations:

Dividend 0.25 0.25

Corporate tax on dividend 0.04 0.04

Balance carried forward to balance sheet 4.86 1.07

2. DIVIDEND:

Your Directors recommend a final dividend of Rs.0.10 per share on the entire paid up share capital of Rs.24.94 crores to the Members of the Company holding shares as on the book closure date.

3. PERFORMANCE AND BUSINESS OUTLOOK:

During the current financial year 2009-2010 the company has also started import of wooden floor tiles and sale in India. The company is planning for acquisition and expansion of concrete block and pavers manufacturing unit at banglore The total income of the company during the year under review is Rs.242.98 crores as against Rs.142.72 crores for the previous year. The profit after tax for the year stood at Rs.4.08 crores as against Rs.0.91 crores for the previous year. This has been achieved mainly due to substantial rise in diamond sale.

4. DIRECTORS

Pursuant to Section 256 of the Companies Act, 1956, Mr. R M Rajangam liable to retire by rotation and being eligible is proposed to be reappointed as Director.

5. FUTURE OUTLOOK

Your company is looking forward for further rise in the export of gold jewellery and diamond due to good order position. Also your company is planning for rising manufacturing activity building material segment mainly in the line of concrete block and pavers.

6. POSTAL BALLOT

The Company has passed the following resolutions through postal ballot, for which the results were declared on 30.11.2009 :

1. Alteration of Memorandum of Association by inserting a new clause III (1A) & (1B) in the Main Object and 90(a), (b) and (c) of Other Objects.

2. Commencement of Business for objects mentioned under sub clause 69, 74, 90(a), (b) and (c) of Clause III (C) of Other Objects.

3. Authority to Board of Directors under section 293(1)(a) of Companies Act, 1956.

4. Authority to Board of Directors to make loans, investments and guarantees under section 372A of the Act.

7. CORPORATE GOVERNANCE

Your company has been proactive in following the principle and practice of good corporate governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement of Stock Exchanges are complied with a separate report on Corporate Governance is annexed as Annexure A to the Directors’ Report along with the Auditors Certificate on its compliance.

8. AUDITORS

M/s. S. U. Radhakrishnani & Co. , Chartered Accountants, auditors of the Company, will retire at the ensuing Annual General Meeting of the Company. It is proposed to reappoint M/s. S. U. Radhakrishnani & Co., Chartered Accountants, as the auditors of the Company, to hold office from the ensuing annual general meeting of the Company upto the next annual general meeting of the Company. The Company has received a letter from M/s. S. U. Radhakrishnani & Co. seeking re-appointment at this annual general meeting and have confirmed that their appointment, if made, shall be within the limits of Section 224 (1B) of the Companies Act, 1956. The Board recommends the appointment of M/s. S. U. Radhakrishnani & Co. as Auditors and to fix their remuneration.

9. AUDITOR’S REPORT

Clause IX (b) of the Annexure to Auditor’s Report states about non payment of Income Tax arrears amounting to Rs.12.19, FBT of Rs.6.39 and Dividend tax of Rs.8.47 Lakhs for more than 6 months by the Company. The payment will be made during this financial year.

10. FIXED DEPOSITS

Your Company has not accepted any fixed deposit within the meaning of section 58A of the Companies Act 1956 from public and the rules made there under during the year.

11. PARTICULARS OF EMPLOYEES

The information required u/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company, as the company has not employed any employee whose salary exceeds Rs.24,00,000/- per annum or Rs.2,00,000/- per month.

13. PARTICULAR REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars regarding conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo is mentioned in Form A and Form B attached to this report..

14. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis has been attached as Annexure B to the Directors Report.

15. DIRECTORS’ RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956 it is hereby stated that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgment 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 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; and

d) the Directors had prepared the annual accounts on a going concern basis.

16. CHIEF EXECUTIVE OFFICER (CEO) CERTIFICATION

The CEO Certification and Declaration about code of conduct as required under clause 49 of the Listing Agreement, is obtained from Whole-time Director of the company, as the company do not have CEO. The same is attached as Annexure C to the report.

17. REGISTERED OFFICE :

The Board of Directors in its meeting held on 30.08.2010 has decided to shift the Registered Office of the Company from Office No. 210, Dheeraj Heritage, S.V. Road, Milan Subway, Junction, Santacruz (West), Mumbai : 400 054 to 61 - A, Collector Colony, Mahul Road, Chembur, Mumbai : 400 074 w.e.f. 01.09.2010.

18. ACKNOWLEDGMENTS :

Your Directors wish to place on record their appreciation and acknowledgment with gratitude for the support and assistance extended to the Company by the Bankers, Shareholders and Customers. Your Directors place on record their deep sense of appreciation for the devoted service of the executives and staff at all levels of the Company.

For and on behalf of the Board,

Sd/ Sd/- S. R. Pandian Subhabrata Sudhansu Datta Whole Time Director Director

Place : Mumba Date : 30th August, 2010