Directors Report of Mini Soft Ltd.

Mar 31, 2011

The Director have pleasure in presenting the 31st Annual) Report together with the audited accounts of your company for the year ended 31st March ,2011.

FINANCIAL RESULTS

Financial results of the operation for the year ended 31st March, 2011 are set out below.

YEAR 2010-2011 YEAR 2009-2010 (Rs.) (Rs.)

Income 9,12,086 9,78,000

Expenditure 8,33,762 13,65,562

Depreciation 1,55,551 1,39,094

Profit before Taxation (73,227) (5,26,656)

Provision for Tax 1,00,000 Nil

Profit after tax (1,73,227) (5,26,656)

Profit brought forward from Last Year 1,67,09229 1,61,82,573

Balance Carried forward to Balance Sheet (1,68,82,456) (1,67,09,229)

DIVIDEND :

Due to insufficiency of Profits no dividend has been declared during the year. The Book Value of company's share stands at Rs.7.89 as at 31-03-2011.

DIRECTORS

Mr S.JK. Adya retires by rotation and has offered him self for re -appointment

PARTICULARS OF EMPLOYEES

None of the employees of the company fall under the provisions of Section 217 (2-A) of the Companies (Particulars of Employees ) Rules, 1975 as amended up- to- date.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the companies Act, 1956 with respect to Director's

Responsibility Statement, it is hereby confirmed :

1) That in the preparation of the accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to the material departures;

2) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review;

(3) That the Director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safe guarding the assets of the Company and preventing and detecting fraud and other irregularities ; and

(4) That the Director have prepared the accounts for the financial year ended 31st March, 2011 on a 'going concern' basis .

(5) That two Directors other than the Managing Director form the audit committee and oversee the financial activities. The internal control system, and the observations of the audit committee have been discussed in the board meetings held to review the quarterly/half- yearly and annual financial statements and found to be adequate and commensurate with volume of business.

Fixed Deposits

The company has not accepted any fixed deposits during the year under review.

Dividend

Due to insufficiency of profits no dividend has been declared during the year.

AUDITORS

AC. Mehta & Co. Chartered Accountants, the retiring Auditors being eligible offer themselves for re- appointment. The board is authorized to appoint an auditors and fix their remuneration.

CONSERVATION OF ENERGY

Measures are taken to optimize the economical use of energy to check the waste and to find out alternative sources of energy creation.. Presently there is no consumption.

TECHNOLOGY ABSORBTION -

There is no manufacturing activity so no technology absorption required.. There has been no Foreign Exchange earning and out go.

CORPORATE GOVERNANCE

Code of Governance Philosophy:-

Adequate Control system, proper decision making, commitment of Management towards shareholders, creditors, employees, customers etc. Board of Directors consists of 3 (three) directors Attendance of Board meetings

i) S.K.Adya Managing Director 4

ii) Veena Adya Director 4

iii)SonuKalsi Director 4

No pecuniary relationship or transaction exists between the company and these directors.

Audit committee

Mrs Veena adya heads the audit committee which holds the mandate. Held four meetings during the year and no critical reference was made .

Remuneration of Directors.

Name - Salary Sitting Fee Parks Total

S.K.Adya 1,56,000 4,000 30,096 1,90,096

Veena Adya 1,08,000 4,000 30,000 1,42,000

SonuKalsi — 4,000 — 4,000

TOTAL 2,64,000 12,000 60,096 3,36,096

Shareholders/Investors' Grievance Committee

Mr S.K. Adya heads this committee . The Company has been redressing the complaints satisfactorily.

M/s Skyline Financial Services Private Limited New Delhi are the Registrars Companies' shares are traded in Compulsory Rolling Settlement.

Three Previous Annual General Meetings were held at the registered office of the company.

Related party transactions have been detailed in notes to Accounts. The company has been making efforts to engage whole time Company Secretary, but in view of the bad financial position of the company, it is beyond its capacity to engage one Further Mr .S.K.Adya being a company secretary looks after the same.

Listed at Delhi ,Mumbai and Ahemadabad stock exchanges and complies with their / semi requirements.

b) INDUSTRIAL RELATION.

The company maintained cordial and harmonious relations with it employees.

ACKNOWLEDGEMENT

The Board of Directors record their appreciation and gratitude to its employees, customers and vendors and bankers for their support and cooperation..

On behalf of the Board of Directors

SURESII ADYA

FARIDABAD ,24th August,2011 (MANAGING DIRECTOR)

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Mar 31, 2010

The Directors have the pleasure in presenting their Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2010

Working Results:

Year Ended Year Ended As on 31.03.10 As on 31.03.09 (Rs) (Rs.)

Income 978,000 484,000

Expenditure 1365,562 787,918

Depreciation 139,094 157,534

Profit before tax (526,656) (461,452)

Provision for Taxation 0 0

Profit After tax (526,656) (461,452)

Profit After tax C/f to Balance Sheet (16709,229) (16182,573)

Director''s Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, it is hereby confirmed:-

i) That in the preparation of the accounts for the financial year ended 31st March 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

iii) 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 safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

Fixed Deposits

The company has not accepted any Fixed Deposits during the year under review.

Dividend

Due to insufficiency of Profits no dividend has been declared during the year.

Particulars of Employees:

None of the employees falls within the purview of Section 217 (2-A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended up-to-date.

Conversation of Energy, Technology Absorption & Foreign Exchange earning and out go:

(A) Measures have been taken to optimize the economical use of energy to check its waste and to find out alternative sources of energy conservation.

(B) The Company has no manufacturing activities.

(C) There has been no Foreign Exchange earnings and out go.

Auditors:

M/s. A.C.MEHTA & Co., Chartered Accountants, as Auditors of the Company being eligible has offered for re-appointment.

The remarks of the auditors, being of self-explanatory nature, need no further clarifications / explanations.

CORPORATE GOVERNANCE

Code of Governance philosophy :-

Adequate control systems proper decision making commitment of management towards shareholders creditors employees customers etc.

Board of Directors consists of 3 Directors :-

a. S.K.Adya Mg Director

b. Veena Adya Director

c. Sonu kalsi Director

No pecuniary relationship or transaction exits between the company and these Directors Audit Committee

Mrs Veena Adya heads the audit committee which holds the mandate . Held three meetings during the year and no critical reference was made.

Shareholders/ Investors grievance Committee

Mr S.K.Adya heads this committee. The company has been redressing the complaints satisfactorily. M/s Skyline Financial Services P Ltd. New Delhi are the registrars. Company''s shares are traded in Compulsorily Rolling Settlement. Three previous Annual general Meetings were held at the Registered Office of the Company. Related party transactions have been detailed in Notes to Accounts.

The company has been making efforts to engage a whole time Company Secretary but in view of the bad financial position of the company, it is beyond its capacity to engage one. Further Mr S.K.Adya being a Company Secretary . looks after the same.

ADDITIONAL INFORMATION REQUIRED UNDER THE COMPANY DISCLOSURE OF PARTICULARS IN THE REPORT OF DIRECTORS RULE 1988 -

a) TECHNOLOGY ABSORPTION

There was no technology absorption during the year.

b) INDUSTRIAL RELATION.

The company maintained cordial and harmonious relations with its employees.

c) ACKNOWLEDGEMENTS.

The Directors place on record their appreciation for the precious co-operation extended from their bankers.

For & On behalf of the Board of Directors

Sd/- sd/-

SURESH ADYA VEENA ADYA

(Mg. Director) (Director)

FARIDABAD

24 August 10