Directors Report of ISC Udyog Ltd.

Mar 31, 2011

To, The Members of ISC Udyog Ltd

The Directors have Pleasure in Presenting the Annual Report together with audited statement of accounts for the year ended 31st March, 2011

WORKING RESULTS (Rs. in Lakhs)

Particulars 31-3-2010 31-03-2011

Total Income 12.23 16.80

Depreciation 2.72 1.94

Profit(Loss) before Tax 0.72 5.60

Provision for Tax-FBT 0.22 0.41

Profit (loss) after Tax 0.50 5.01

Prior Period Adjustments

Balance brought forward 3.83 4.32

Balance carried to Balance Sheet 4.32 9.33

OPERATIONS AND FUTURE PLANS

The operations for the year under review show a profit (Before Tax) of Rs. 5.60 lakhs.

The Company has not been active for the past seven years due to a severe financial crisis. Your Directors are glad to report that during the year under review the company is a debt free company. It is sincere intention of the Directors to bring value to the Shareholders. But the current economic environment being what it is we will have to choose our path with care and caution.

Your Directors are pleased to report that a study for the revival of the company is already commissioned and is underway. The assignment has been entrusted to a reputed consultancy organization who will examine the feasibility including the strategy. It is expected that the launch could be sometime during the financial year 2012-2013.

Your Directors are also looking and examining other business options including acquisition of running businesses as well as other good viable opportunities where some value and synergies can be perceived. We would like to see that Company is en route to generating a healthy top line and bottom line from 2013 onwards.

DIVIDEND:

The Company in order to conserve its profits, the Board of Directors have not proposed any dividend for the year 2010-2011.

DIRECTORS

Mrs.Shimla Devi Singh retire at the ensuring Annual General Meeting, and being eligible offers themselves for reappointment. Mr. Jitendra Singh and Mr.Ajay Roy were appointed as additional directors of the Company on 01.01.2011 and 14.02.2011 respectively and hold office till the date of Annual General Meeting. Notices are received for their re-appointment at the Annual General Meeting. Mr. Arabindra Singh Resigned from the Board with effect from 01.01.2011

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors State:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departure;

ii) That the Directors had selected such accounting policies and applied them consistently and 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 at the end of the financial year and the profit of the Company for the period;

iii) That the Directors had 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.

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

FIXED DEPOSITS

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at Bombay & Kolkata Exchanges. Trading in company's securities remain suspended at Stock Exchanges for various reasons including non-submission of documents and all possible steps are being taken by the management to get shares traded at the floor of the Exchange.

PARTICULARS OF THE EMPLOYEES:

None of the employees employed during the year was in receipt of remuneration in excess of the Prescribed limit specified in section 217 (2A) of the Companies Act, 1956 Hence, furnishing of particulars under the Companies ( Particulars of Employees) 1975 does not arise.

AUDITORS

M/s Jaipuriar & Co.,Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their willingness for their reappointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosures of Particulars in the report of Board of Directors) Rules is irrelevant/not applicable to the company during the year under review, the same are not reported.

ACKNOWLEDGEMENT'S

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company's Bankers, its valued customers, employees and all other intermediaries concerned with the company's business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

For ISC Udyog Ltd

Sd/-

Directors Place: Mumbai,

Date: 15th May 2011.

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Mar 31, 2010

To, The Members of ISC Udyog Ltd.

The Directors take pleasure in presenting the Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS :

During the year under review the income of the company was Rs. 12,22,788/- as against Rs. 19,62,732/- in the previous year. The net profit of the company after meeting various expenses, providing for depreciation and income tax was Rs. 49,834/- as against Rs. 3,48.236/- in the previous year.

In order to supplement the income of the company, the board of directors has decided to construct a studio and / or hire a studio for shooting of films, T.V. serials, advertising etc. The directors have also decided to make it as a full fledged studio in course of time by providing all required infrastructure facilities by film industry.

Since the proposed place for the studio is in the heart of Mumbai city, your directors expect to generate substantially good income to the company.

DIVIDEND :

In order to consolidate the financial position of the company, the directors have not recommended the dividend for the year 2009-2010

DIRECTORS:

Mr. Arbindra Singh and Mrs. Shimla Devi Singh retire by rotation and being eligible offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors hereby confirm:

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

b. That 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 for that period;

c. That the directors had taken proper and sufficient care for the maintenance of adequate records in accordance with the provisions of this Act for safe guarding the company and for preventing and detecting fraud and other irregularities;

d. That the directors had prepared the annual accounts on going concern basis:

PARTICULARS OF EMPLOYEES:

None of the employees of the company who was employed throughout the financial year / part of the financial year was in receipt of remuneration in excess of limits as prescribed U/s.217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule, 1975 and hence no particulars are required to be given.

AUDITORS :

M/S JAIPURIAR & CO., Chartered Accountants of the Company, retire at the conclusion of this Meeting. However they are eligible for re-appointment and have given their consent to act as the Auditors of your Company, if appointed.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNING & OUTGO :

The Company has not consumed any Electricity nor Fuel as presently the Company is engaged in Trading Business as resellers.

ACKNOWLEDGEMENTS :

Your Directors would like to place on record their deep appreciation of the services of the devoted employees, Executives of the Company, the Bankers and the Customers of the Company, for their sincere co-operation extended to the Company,

For and on behalf of the Board

Lokendra Singh

Director

ShimlaDevi Singh

Director

Place : Kolkata

Dated : 20.08.2010